2006 Equity Incentive Plan
As
Filed
With the Securities and Exchange Commission on December 20, 2006
Registration
No. 333-_____
SECURITIES
AND EXCHANGE COMMISSION
Washington.
D.C. 20549
____________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
____________________________
COLLECTORS
UNIVERSE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
33-0846191
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
|
1921
E. Alton Avenue, Santa Ana, California 92705
(Address
of Principal Executive Offices) (Zip Code)
____________________________
COLLECTORS
UNIVERSE, INC.
2006
EQUITY INCENTIVE PLAN
(Full
title of the plan)
____________________________
Michael
R. Haynes, Chief Executive Officer
Collectors
Universe, Inc.
1921
E.
Alton Avenue
Santa
Ana, California 92705
(Name
and address of agent for service)
(949)
567-1234
(Telephone
number, including area code, of agent for service)
Copy
to:
Ben
A.
Frydman, Esq.
Stradling
Yocca Carlson & Rauth, a Professional Corporation
660
Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949)
725-4000
CALCULATION
OF REGISTRATION FEE
Title
of Securities
To
Be Registered
|
Amount
To Be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
Common
Stock, $0.001 par value
|
1,355,000
shares
|
$12.86
|
$17,425,300
|
$1,865.00
|
(1) Also
registered hereunder are an indeterminate number of shares which may become
issuable pursuant to the anti-dilution adjustment provisions of the Registrant's
2006 Equity Incentive Plan (the “2006 Plan”).
(2) The
aggregate offering price for the 1,355,000 shares of Common Stock registered
hereby which may be issued under the 2006 Plan is estimated solely for the
purpose of calculating the registration fee, in a accordance with Rule
457(h)(1), on the basis of the price of securities of the same class as
determined in accordance with Rule 457(c), using the average of the high and
low
prices reported by the Nasdaq National Market for the Common Stock on December
14, 2006, which was $12.86.
The
Exhibit Index appears after the signature Page of this Registration
Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by Reference.
The
documents listed below have been filed by Collectors Universe, Inc. (the
“Company”) with the Securities and Exchange Commission (the “Commission”) and
are incorporated herein by reference:
(a) The
Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006,
filed with the Commission on September 13, 2006.
(b) The
Company’s Definitive Proxy Statement, on Schedule 14A, for its 2006 Annual
Meeting of Stockholders filed with the Commission on October 27,
2006.
(c) The
description of the Company’s Common Stock that is contained in the Company’s
Registration Statement on Form 8-A filed under Section 12 of the Exchange Act
on
November 1, 1999, including any amendment or report filed for the purpose of
updating that description.
(d) All
other
reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end
of the fiscal year covered by the Annual Report referred to in paragraph (a)
above.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all of such securities then remaining unsold, shall be deemed to
be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents, except as to any portion of any future annual or quarterly
report to stockholders or other document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
in a
document incorporated by reference shall be deemed to be modified or superseded
to the extent that a statement contained in this registration statement modifies
or supersedes a statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Members
of the law firm of Stradling Yocca Carlson & Rauth, a Professional
Corporation, the Company’s legal counsel, which is rendering an opinion with
respect to the validity of the shares of common stock of the Company being
registered hereby, own an aggregate of 5,000 shares of the Company’s common
stock and one member of that firm holds options to purchase 48,750 shares of
the
Company’s common stock.
Item
6. Indemnification of Directors and Officers.
The
Company’s Bylaws provide that the Company will indemnify its directors and
officers and may indemnify its employees and other agents to the fullest extent
permitted by the General Corporation Law of the State of Delaware (the “DGCL”).
The Company believes that indemnification under its Bylaws covers at least
negligence and gross negligence by indemnified parties, and permits the Company
to advance litigation expenses in the case of stockholder derivative actions
or
other actions, against an undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification. The Company maintains liability insurance for
its
officers and directors.
In
addition, the Company’s Amended and Restated Certificate of Incorporation
provides that, pursuant to the DGCL, its directors shall not be liable for
monetary damages for breach of the directors’ fiduciary duty to the Company and
its stockholders. This provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors’ fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under the DGCL. In addition, each
director will continue to be subject to liability for breach of the director’s
duty of loyalty to the Company for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under the DGCL. The provision also does not affect a director’s responsibilities
under any other law, such as the federal securities laws or state or federal
environmental laws.
The
Company has entered into separate indemnification agreements with its directors
and officers. These agreements require the Company, among other things, to
indemnify them against liabilities that may arise by reason of their status
or
service as directors or officers (other than liabilities arising from actions
not taken in good faith or in a manner the indemnitee believed to be opposed
to
the best interests of the Company), and to advance their expenses incurred
as a
result of any proceeding against them as to which they could be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission, such indemnification is against public policy as expressed
in
the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed as part of this Registration
Statement:
Number
|
Description
|
5.1
|
Opinion
of Stradling Yocca Carlson & Rauth, a Professional Corporation,
counsel to the Registrant.
|
4.1
|
Collectors
Universe 2006 Equity Incentive Plan (incorporated by reference to
Appendix
A to
the Company’s Definitive Proxy Statement, on Schedule 14A, for its 2006
Annual Meeting of Stockholders filed with the Commission on October
27,
2006).
|
23.1
|
Consent
of Stradling Yocca Carlson & Rauth, a Professional Corporation (see
Exhibit 5.1).
|
23.2
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting
Firm.
|
23.3
|
Consent
of Deloitte & Touche, LLP Independent Registered Public Accounting
Firm.
|
24.1
|
Power
of Attorney (included on signature page to this Registration
Statement).
|
Item
9.
Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by the registrant pursuant
to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That,
for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on the 20th day
of
December, 2006.
COLLECTORS
UNIVERSE, INC.
By:
/s/
MICHAEL R. HAYNES
Michael
R. Haynes, Chief Executive Officer
POWER
OF ATTORNEY
We,
the
undersigned directors and officers of Collectors Universe, Inc., do hereby
constitute and appoint Michael R. Haynes, David G. Hall and Joseph J. Wallace,
and each of them, individually, our true and lawful attorneys and agents, to
sign for us or any of us in our names and in the capacities indicated below,
any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
required in connection therewith, and to do any and all acts and things in
our
names and in the capacities indicated below, which said attorneys and agents,
or
either of them, may deem necessary or advisable to enable said corporation
to
comply with the Securities Act of 1933, as amended, and any applicable rules,
regulations, and requirements of the Securities and Exchange Commission; and
we
do hereby ratify and confirm all that the said attorneys and agents, or either
of them, shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the
following
persons in the capacities and on the date indicated.
Signature
|
Title
|
Date
|
|
|
|
|
|
|
/s/
A. CLINTON ALLEN
|
Chairman
of the Board and Director
|
December
20, 2006
|
A.
Clinton Allen
|
|
|
|
|
|
|
|
|
/s/
MICHAEL R. HAYNES
|
Chief
Executive Officer and Director
|
December
20, 2006
|
Michael
R. Haynes
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
DAVID G. HALL
|
President
and Director
|
December
20, 2006
|
David
G. Hall
|
|
|
|
|
|
|
|
|
/s/
JOSEPH J. WALLACE
|
Chief
Financial Officer
|
December
20, 2006
|
Joseph
J. Wallace
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
DEBORAH A. FARRINGTON
|
Director
|
December
20, 2006
|
Deborah
A. Farrington
|
|
|
|
|
|
|
|
|
/s/
A. J. BERT MOYER
|
Director
|
December
20, 2006
|
A..J.
Bert Moyer
|
|
|
|
|
|
|
|
|
/s/
VAN D. SIMMONS
|
Director
|
December
20, 2006
|
Van
D. Simmons
|
|
|
|
|
|
|
|
|
/s/
BRUCE A. STEVENS
|
Director
|
December
20, 2006
|
Bruce
A. Stevens
|
|
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
5.1
|
Opinion
of Stradling Yocca Carlson & Rauth, a Professional Corporation,
counsel to the Registrant.
|
4.1
|
Collectors
Universe 2006 Equity Incentive Plan (incorporated by reference to
Appendix
A to the Company’s Definitive Proxy Statement, on Schedule 14A, for its
2006 Annual Meeting of Stockholders filed with the Commission on
October
27, 2006).
|
23.1
|
Consent
of Stradling Yocca Carlson & Rauth, a Professional Corporation (see
Exhibit 5.1).
|
23.2
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting
Firm.
|
23.3
|
Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm.
|
24.1
|
Power
of Attorney (included on signature page of this Registration
Statement).
|