maindoc.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 16, 2009
COLLECTORS
UNIVERSE, INC.
(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
N/A
(Former
name or former address, if changed since last report)
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Effective
March 16, 2009, Michael R. Haynes resigned his position as Chief Executive
Officer of the Company. In conjunction therewith, Mr. Haynes also
resigned as a member of the Board of Directors. Mr. Haynes’
resignations were not the result of any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
Also, on
March 16, 2009, the Board of Directors appointed Michael J. McConnell, a current
member of the Board, to serve as the interim Chief Executive Officer of the
Company until the earlier of the date on which the Company appoints a permanent
Chief Executive Officer or December 31, 2009. Mr. McConnell will
remain as a member of the Board of Directors; however, he will cease to be a
member of the Compensation Committee and the Nominating and Governance Committee
of the Board because, by reason of his appointment as CEO, he will no longer
qualify as an independent director under the NASDAQ Listed Company
Rules.
Mr. Haynes will remain in the
Company’s employ until April 1, 2009 to assist with the
transition.
In
connection with Mr. Haynes’ resignation as Chief Executive Officer, the
Company and Mr. Haynes entered into a Separation Agreement and Mutual
General Release, dated as of March 16, 2009, pursuant to which the
Company and Mr. Haynes have agreed to a mutual release of
claims. Pursuant to that Agreement, in addition to Mr. Haynes’
compensation accrued through the termination date of his employment, the Company
agreed to: (i) pay Mr. Haynes the sum of $298,000 in installments over
a period of 12 months, (ii) pay his COBRA health insurance premiums for a
period of up to 18 months or until Mr. Haynes ceases to be eligible for
Cobra benefits or obtains other employment that provides him with health
insurance benefits, whichever is the sooner to occur, and (iii) reimburse
Mr. Haynes for the costs, not to exceed $30,000, for outplacement services
and up to $20,000 of any out of pocket expenses he may incur in connection with
his separation from service.
Separately, Mr.
Haynes was awarded a discretionary bonus of $54,000 for his efforts in planning
and implementing the termination of the Company's jewelry businesses, which was
completed at the end of February, 2009.
Mr. McConnell,
age 43, has served as a member of the Board of Directors of the Company since
mid-2007. From 1995 until September 2008, he was a Managing Director of Shamrock
Capital Advisors, Inc., which is a manager of private equity, real estate and
direct investment funds, including the Shamrock Activist Value
Funds. Mr. McConnell also served as a member of that firm’s
Executive Committee. Prior to joining Shamrock in 1994, he held
various management positions at PepsiCo, Merrill Lynch and Kidder
Peabody. Mr. McConnell formerly served on the board of
directors of iPass, Inc., Ansell Limited, Nuplex Industries, Force
Corporation, and Port-link International. He also serves on the Board
of Governors of Opportunity International. He received his Bachelor
of Arts in economics from Harvard University and a Masters of Business
Administration (with distinction - Shermet Scholar) from the Darden School of
the University of Virginia.
Mr. McConnell
will receive a salary of $15,000 per month for his service as the Company’s
interim CEO. Mr. McConnell will continue to receive compensation
for his service on the Company’s Board of Directors in an amount and on the same
terms that independent directors receive compensation for their service as
members of the Board.
Item
7.01 Regulation FD Disclosure.
On
March 16, 2009, the Company issued a press release announcing the
resignation of Mr. Haynes as the Company’s CEO and the appointment of Mr.
McConnell as interim CEO. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
In
accordance with General Instruction B. 2 of Form 8-K, the information in this
Item 7.01 and Exhibit 99.1 hereto are 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 9.01 Financial
Statements and Exhibits.
Exhibit
No.
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Description
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99.1
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Press
Release issued by Collectors Universe, Inc. on March 16, 2009 announcing
resignation of Michael R. Haynes as CEO and appointment of Michael J.
McConnell as interim CEO.
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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:
March 20, 2009
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By:
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/s/ Joseph J.
Wallace
Joseph
J. Wallace
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press
Release issued by Collectors Universe, Inc. on March 16, 2009 announcing
resignation of Michael R. Haynes as CEO and appointment of Michael J.
McConnell as interim CEO.
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