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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 30, 2005
COLLECTORS UNIVERSE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27887 33-0846191
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1921 E. Alton Avenue, Santa Ana, California 92705
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 567-1234
N/A
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(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:
[ ] 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 7.01 REGULATION FD DISCLOSURE
On November 30, 2005, Collectors Universe, Inc. announced its entry into
an asset purchase agreement that provides for Collectors Universe to acquire the
business and substantially all of the assets of Gemprint Corporation, which
primarily includes a patented technology for non-invasive diamond
identification. Collectors Universe has agreed to pay a purchase price
consisting of $7.5 million in cash, at closing, plus $1 for each diamond
registration using the Gemprint process in excess of 100,000 registrations
during any year in the five year period immediately following consummation of
the acquisition. During the 12 months ended on October 31, 2005, Gemprint
registered over 30,000 diamonds. Consummation of the Gemprint acquisition is
subject to satisfaction of certain conditions, set forth in the asset purchase
agreement, including the obtaining of third party consents and the approval of
the holders of two-thirds of Gemprint's outstanding shares. Gemprint has set
December 19, 2005 as the date for a special shareholders meeting at which its
shareholders will vote on approval of the asset purchase agreement and the sale
to Collectors Universe of Gemprint's business and assets. As disclosed in the
press release, Collectors Universe has obtained, from the holders of
approximately 80% of Gemprint's shares, voting agreements obligating them to
vote for approval of the agreement and the sale of Gemprint to Collectors
Universe.
A copy of the press release announcing this acquisition is attached as
Exhibit 99.1 to, and by this reference is incorporated into, this Current Report
on Form 8-K.
In accordance with General Instruction B-2 of Form 8-K, the information
in this Current Report on Form 8-K, 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Collectors Universe, Inc. issued
November 30, 2005 announcing its entry into an asset
purchase agreement for its proposed acquisition of
Gemprint Corporation
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.
COLLECTORS UNIVERSE, INC.
Dated: November 30, 2005 By: /s/ JOE J. WALLACE
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Joe J. Wallace,
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Collectors Universe, Inc. issued November 30,
2005 announcing its entry into an asset purchase agreement for
its proposed acquisition of Gemprint Corporation.