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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): December 22, 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 December 22, 2005, Collectors Universe, Inc. consummated the acquisition
of the business and substantially all of the assets of Gemprint Corporation,
consisting primarily of a patented technology for non-invasive diamond
identification which Gemprint uses to digitally capture the unique refractive
light pattern (or "gemprint") of each diamond that is processed with that
technology.
The acquisition was consummated pursuant to an asset purchase agreement
which, as previously announced, was entered into by the Company on November 30,
2005, with Gemprint and certain of its major shareholders. Under that agreement,
Collectors Universe paid a purchase price consisting of $7.5 million in cash, at
closing, and agreed to pay $1 for each diamond that the company registered using
the Gemprint process in excess of 100,000 registrations during any year in the
next five years. The asset purchase agreement and the sale of Gemprint's
business and assets to Collectors Universe pursuant to that agreement were
approved by the Gemprint shareholders at a special shareholders meeting held on
December 19, 2005.
A copy of the press release announcing this acquisition is attached as
Exhibit 99.1 to the 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
December 22, 2005 announcing the completion of the
acquisition of Gemprint Corporation
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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.
COLLECTORS UNIVERSE, INC.
Dated: December 22, 2005 By: /s/ JOE J. WALLACE
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Joe J. Wallace,
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Collectors Universe, Inc. issued December 22,
2005 announcing the completion of the acquisition of
Gemprint Corporation
E-1