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): November
14, 2007
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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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
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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Adoption
of Fiscal 2008 Management Bonus
Plan. On November 14, 2007, the Compensation Committee of the
Board of Directors of Collectors Universe, Inc. adopted a management bonus
plan
for certain of the Company’s executive officers for the fiscal year ending June
30, 2008 (the “Bonus Plan”).
Description
of the 2008 Bonus Plan. Set forth below is a description of the
2008 Bonus Plan, which is not intended to be complete and is qualified by
reference to the Bonus Plan, a copy of which is attached as Exhibit 99.1 to
and
incorporated into this Current Report on Form 8-K.
Purpose
of the Bonus Plan. The primary purpose of the Bonus
Plan is to promote the interests of the Company and its stockholders by
(i) providing meaningful incentives and financial rewards to the senior
executives of the Company that are designated as participants in that Plan
for
making significant contributions to the achievement by the Company of financial
and strategic goals and objectives for the fiscal year ending June 30, 2008
(“Fiscal 2008”), and (ii) making a substantial portion of each
Participant’s compensation for Fiscal 2008 dependent on the Company’s
achievement of those goals and objectives and the achievement by Participants
of
individualized performance objectives (“MBOs”) which are designed to improve the
performance of those Participants as senior executives of the
Company.
Administration
of the Bonus Plan. The Bonus Plan will be administered by the
Compensation Committee of the Company’s Board of Directors (the
“Committee”). The Board has delegated to the Committee the authority
to designate the executive officers of the Company that will participate in
and
have opportunities to earn bonus awards under the Bonus Plan (“Participants”),
to interpret and construe the Bonus Plan, to adopt all necessary rules and
regulations for administering the Bonus 2008 Plan and to determine whether
and
the extent to which bonuses have been earned by the Participants under that
Plan. All decisions and determinations of the Committee with respect
to the Bonus Plan will be final and binding on and non-appealable by the Company
and the Participants.
Establishment
of Performance Goals. The Bonus Plan provides for the
establishment by the Committee of cash bonus opportunities for each of the
Participants based on one or more corporate financial goals (“Corporate
Financial Goals”) and individual or personal performance objectives (“MBOs”)
established by the Committee for each of the Bonus Plan
Participants. The Corporate Financial Goals may consist of one or
more of the following financial performance metrics, as determined by the
Committee: net revenues, gross profits or operating income of the
Company or any of its business units, or the Company’s pre-tax earnings, net
earnings, earnings per basic or diluted share, or earnings before interest,
taxes, and depreciation and amortization expense (“EBITA”), or return on
investment or return on assets, for the entirety of fiscal 2008 or for any
period within that year (a “Measurement Period”). The Corporate
Financial Goals and MBOs may be given different weightings, as deemed
appropriate by the Committee, for purposes of determining the bonus compensation
that each Participant may earn under the Bonus Plan.
The
Bonus
Plan provides for the Committee to establish, for each Participant, one or
more
“Target Financial Goals” that are based on financial goals set forth in the
Company’s fiscal 2008 annual operating plan adopted by the Company’s Board of
Directors. The Committee also will establish, for each Participant,
in respect of each Corporate Financial Goal (i) a minimum or “Threshold
Financial Goal” which must be met by the Company for the Participant to earn any
bonus award in respect of that particular Corporate Financial Goal and
(ii) a “Maximum Financial Goal” which, if met or exceeded by the Company,
would entitle the Participant to be awarded a maximum bonus award in respect
of
that particular Corporate Financial Goal.
Determination
of Bonus Awards. At the end of each Measurement Period, the
Committee shall determine (i) whether and to what extent each of the
Corporate Financial Goals has been achieved or exceeded by the Company,
(ii) whether or to what extent each Participant has achieved his MBOs, and
(iii) the bonus awards, if any, that each Participant has earned under the
Bonus Plan, based on the extent to which, if any, that each Threshold Corporate
Financial Goal and the MBOs established for the Participant have been achieved
or exceeded, subject to a ceiling equal to the Maximum Bonus established for
the
Participant. If the Committee determines that a Corporate Financial
Goal or any of the MBOs of a Participant has been achieved prior to the end
of
an applicable Measurement Period, it may elect, in its sole discretion, to
authorize the payment of a bonus award for the achievement of such Corporate
Financial Goal or such MBOs prior to the end of that Measurement
Period.
2
The
Compensation Committee has the authority to make changes to the previously
established Corporate Financial Goals or the MBOs if, during any Measurement
Period, there occurs an event, such as a material business acquisition or a
change in accounting principles, that was not anticipated at the time the Bonus
Plan was adopted and which the Committee believes, in its sole judgment, would
affect the Company’s financial performance or the ability of the Participants to
earn bonus awards under the Plan. Changes in competitive or economic
conditions in any of the Company’s markets will not, by themselves, be a basis
for making such changes to the Bonus Plan.
Payment
of Bonus Awards. All bonus awards under the Bonus Plan shall be
paid in cash within 30 days after the Committee has determined that such an
award has been earned by a Participant under the Bonus Plan.
Amendments
to or Termination of the Bonus Plan. The Bonus Plan may be
amended or terminated at any time by the Committee; except that no amendment
or
any termination of the Plan shall affect the right of a Participant to retain
any bonus award previously paid to him or her under the Bonus Plan.
Establishment
of Corporate Financial Goals and Bonus Opportunities under the Bonus
Plan.
Following
the adoption of the 2008 Bonus Plan, the Committee made the following
determinations with respect to that Plan:
Plan
Participants. Michael R. Haynes, the Company’s CEO, David G.
Hall, the Company’s President (who is responsible for overseeing and managing
the Company’s collectibles businesses), and Joseph J. Wallace, the Company’s
CFO, were designated by the Committee as the participants in the Bonus Plan
for
fiscal 2008.
Corporate
Financial Goals and MBOs. The Committee
established net revenue and pre-tax earnings goals as the Corporate
Financial Goals for the CEO and CFO under the Bonus Plan, weighted differently
for each of them, based primarily on the Committee’s assessment of the extent to
which the CEO’s and CFO’s performance is likely to impact the achievement of
those Corporate Financial Goals. The Committee established, as
the Corporate Financial Goal for the Company’s President, the quarterly
operating income of the Company’s collectibles businesses during Fiscal
2008. The Committee also established individualized MBOs for each of
the CEO, the President and the CFO for fiscal 2008.
Bonus
Opportunities. The Committee established the following
respective Threshold, Target and Maximum Bonus Opportunities for each of the
CEO, President and CFO, expressed as a percentage of their respective annual
base salaries for fiscal 2008:
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Potential
Bonus Awards as a Percent of Annual Salary(1)
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||||||||||||
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Participants
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Threshold
Award(1)
(2)
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Target
Award(1)
(2)
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Maximum
Award(1)
(2)
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Michael
R. Haynes, CEO
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30.0 | % | 60.0 | % | 180.0 | % | ||||||
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David
G. Hall, President
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54.2 | %(3) | 58.3 | % | 75.0 | % | ||||||
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Joseph
J. Wallace, CFO
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20.0 | % | 40.0 | % | 120.0 | % | ||||||
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(1)
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Assumes,
respectively, that (i) the Threshold, Target and Maximum Net Revenue
and Pre-Tax Earnings Goals and at least some or all of the MBOs are
achieved. In each case, the bonus awards will be lower in the event
that some, but not all, of those New Revenue and Pre-Tax Earnings
Goals
and some, but not all, of the MBOs are
achieved.
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(2)
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Bonus
awards will be pro-rated if either the Threshold or Target Net
Revenue or Pre-Tax Earnings Goal is exceeded but the next higher
(Target
or Maximum) Goal is not achieved.
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(3)
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Mr.
Hall’s bonus awards will be based on the extent to which the operating
income of the Company’s collectibles businesses exceed the applicable
Threshold Financial Goals and he achieves his MBOs, as established
by the
Committee.
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3
Salary
Increase. On November 14, 2007, the Compensation Committee of
the Board of Directors approved an increase in the annual base salary of Joseph
J. Wallace, the Company’s Chief Financial Officer, to $220,000 from
$199,500.
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ITEM 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed as part of this report:
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Exhibit
No.
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Description
of Exhibit
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99.1
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Collectors
Universe, Inc. 2008 Management Bonus
Plan
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this 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:
November 20, 2007
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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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S-1
EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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99.1
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Collectors
Universe, Inc. 2008 Management Bonus
Plan
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E-1