UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
September 26,
2008
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COLLECTORS
UNIVERSE, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-27887
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33-0846191
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1921 E. Alton Avenue, Santa Ana,
California
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92705
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(949)
567-1234
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N/A
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
September 26, 2008, the Compensation Committee of the Board of Directors of
Collectors Universe, Inc. (the “Company”) approved and, pursuant to that
approval, the Company and Michael R. Haynes, its Chief Executive
Officer, entered into, an Employment Agreement Amendment, which extends the term
of his Employment Agreement to December 31, 2009. No other
modifications were made to Mr. Haynes’ Employment Agreement. The
foregoing description of the Employment Agreement Amendment is qualified by
reference to that Agreement, a copy of which is attached as Exhibit 10.1 to, and
is incorporated by this reference into, this Current Report on Form
8-K.
Item
2.02
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Results
Of Operations And Financial
Condition.
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On
September 30, 2008, the Company issued a press release announcing its financial
results for its fourth fiscal quarter and fiscal year ended June 30,
2008.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item
2.02 of this Current Report, including Exhibit 99.1 hereto, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Bylaw
Amendment
On
September 26, 2008, the Board of Directors amended Section 2 of Article III of
the Company’s Bylaws to adopt a majority vote standard for uncontested director
elections and a resignation policy for incumbent directors who do not receive
the requisite votes in an uncontested election. The amendment became
effective on the date of its adoption of September 26, 2008 and will apply to
the election of directors at the upcoming 2008 Annual Meeting of Stockholders,
which will be held on December 2, 2008.
Pursuant
to amended Section 2, each director in an uncontested election will be elected
by a “majority of the votes cast” by the shares entitled to vote on the election
of directors. A “majority of the votes cast” means that the number of
votes “for” a nominee for director must exceed fifty percent (50%) of the votes
cast on the election of directors. In a contested election, directors
would be elected by a plurality of the votes cast by the shares entitled to vote
on the election of directors.
Pursuant
to the director resignation policy set forth in amended Section 2, each
incumbent director, in order to be considered as a nominee in a director
election, must submit a letter containing an irrevocable offer of resignation to
the Board. If an incumbent director fails to receive a majority vote
in an uncontested election, the Company’s Nominating and Governance Committee
(the “Committee”) will have a period of sixty (60) days following the
stockholder vote, within which to recommend to the Board whether it should
accept or reject the incumbent director’s offer of resignation. In
determining what recommendation it will make to the Board, the Committee may
consider all factors that it believes are in the Company’s best
interests. After receipt of the Committee’s recommendation, the Board
is required to determine, by no later than ninety (90) days following the
stockholder vote, whether to accept or reject the director’s
resignation. In making its determination, the Board will take into
account the factors considered by the Committee and any additional information
and factors that the Board believes to be relevant. The incumbent
director who tendered his or her offer to resign may not participate in the
deliberations of either the Committee or the Board.
If the
incumbent director’s offer of resignation is accepted by the Board, then the
Board in its sole discretion, may fill any resulting vacancy pursuant to the
provisions of the Bylaws or reduce the size of the Board
accordingly. If, on the other hand, the Board decides not to reject
the incumbent director’s resignation, then, within the succeeding four (4)
business days, the Company must publicly disclose the Board’s decision and its
reasons for rejecting the incumbent director’s offer of
resignation. If the Board decides to reject the resignation, the
incumbent director will continue to serve on the Board for the term for which he
or she would have been elected and until the election of his or her successor,
or until the incumbent director’s earlier death, resignation, or
removal.
The
foregoing description of amended Section 2 of Article III of the Company’s
Bylaws is qualified in its entirety by reference to the full text of amended
Section 2 set forth in the Certificate of Amendment of the Company’s Bylaws, a
copy of which is attached as Exhibit 3.4 to this Current Report on Form
8-K.
Item
7.01
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Regulation
FD Disclosure.
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In the
press release issued by the Company on September 30, 2008, the Company also
announced that the Board of Directors has determined that, due to market and
economic conditions, including the liquidity crisis in the United States, the
Board has suspended future payments of cash dividends in order to preserve the
Company’s cash resources. At the same time, the Board declared a 10%
stock dividend on the Company’s outstanding shares, which will be distributed on
November 3, 2008 to all stockholders of record as of October 20,
2008.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this Current Report on Form 8-K, is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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3.4
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Certificate
of Amendment to Section 2 of Article III of the Company’s Bylaws,
effective as of September 26, 2008
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10.1
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Employment
Agreement Amendment, dated as of September 26, 2008, between the Company
and Michael R. Haynes
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99.1
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Press
release of Collectors Universe, Inc., issued as of September 30, 2008,
relating to Company’s financial results for the fourth quarter and fiscal
year ended June 30, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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COLLECTORS
UNIVERSE, INC.
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Dated: September
30, 2008
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By:
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/s/ JOSEPH J. WALLACE
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Joseph
J. Wallace, Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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Certificate
of Amendment to Section 2 of Article III of the Company’s Bylaws,
effective as of September 26, 2008
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Employment
Agreement Amendment, dated as of September 26, 2008, between the Company
and Michael R. Haynes
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Press
release of Collectors Universe, Inc., issued as of September 30, 2008,
relating to Company’s financial results for the fourth quarter and fiscal
year ended June 30, 2008
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