As
filed with the Securities and Exchange Commission on February 8, 2021
Registration
No. 333-222961
Registration
No. 333-193092
Registration
No. 333-139513
Registration
No. 333-137375
Registration
No. 333-121035
Registration
No. 333-85962
Registration
No. 333-34558
Registration
No. 333-34556
Registration
No. 333-34554
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 2 to Form Registration Statement No. 333-222961
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-193092
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-139513
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-137375
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-121035
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-85962
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-34558
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-34556
Post-Effective
Amendment No. 1 to Form Registration Statement No. 333-34554
Under
The
Securities Act of 1933
COLLECTORS
UNIVERSE, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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33-0846191
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S. Employer
Identification Number)
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1610
East Saint Andrew Place,
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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Collectors
Universe, Inc. 2017 Equity Incentive Plan
2013
Equity Incentive Plan
Collectors
Universe, Inc. 2006 Equity Incentive Plan
Collectors
Universe, Inc. 2005 Stock Incentive Plan
2003
Stock Incentive Plan
1999
Stock Incentive Plan
PCGS
Stock Incentive Plan
Employee
Stock Purchase Plan
Consultant
Nonqualified Plan
(Full
title of the plan)
Joseph
J. Orlando
President
and Chief Executive Officer
Collectors
Universe, Inc.
1610
E. Saint Andrew Place
Santa
Ana, CA 92705
(Name and address of agent for service)
(949)
567-1234
(Telephone number, including area code, of agent for service)
Copies
to:
Robert
F. Kornegay
Robert
T. Ishii
David
J. Berger
Douglas
K. Schnell
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
12235
El Camino Real
San
Diego, CA 92130-3002
(858)
350-2300
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments relate to the following Registration Statements on Form S-8 (each, a “Registration Statement”
and collectively, the “Registration Statements”) of Collectors Universe, Inc., a Delaware corporation (the
“Registrant”), previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
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●
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Registration
Statement on Form S-8 (File No. 333-222961), filed with the SEC on February 9, 2018, pertaining to the registration of 400,000
shares of the Registrant’s common stock, $0.001 par value (the “Shares”), under the Collectors Universe,
Inc. 2017 Equity Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-193092), filed with the SEC on December 26, 2013, pertaining to the registration of 1,028,124
Shares under the Registrant’s 2013 Equity Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-139513), filed with the SEC on December 20, 2006, pertaining to the registration of 1,355,000
Shares under the Collectors Universe, Inc. 2006 Equity Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-137375), filed with the SEC on September 15, 2006, pertaining to the registration of 230,000
Shares under the Collectors Universe, Inc. 2005 Stock Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-121035), filed with the SEC on December 7, 2004, pertaining to the registration of 500,000
Shares under the Registrant’s 2003 Stock Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-85962), filed with the SEC on April 10, 2002, pertaining to the registration of 1,250,000
Shares under the Registrant’s 1999 Stock Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-34558), filed with the SEC on April 11, 2000, pertaining to the registration of 2,825,402
Shares under the Registrant’s 1999 Stock Incentive Plan and PCGS Stock Incentive Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-34556), filed with the SEC on April 11, 2000, pertaining to the registration of 200,000
Shares under the Registrant’s Employee Stock Purchase Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-34554), filed with the SEC on April 11, 2000, pertaining to the registration of 1,175,700
Shares under the Registrant’s Consultant Nonqualified Plan.
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On
February 8, 2021, pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of January 20, 2021 (the “Merger
Agreement”), by and among the Registrant, Cards Parent LP, a Delaware limited partnership (“Parent”),
and Cards Acquisition Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”),
Purchaser merged with and into the Registrant, with the Registrant surviving as an indirect wholly owned subsidiary of Parent
(the “Merger”).
As
a result of the Merger, the Registrant is terminating the Registration Statements and deregistering the remaining Shares registered
but unsold under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in the Registration
Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for
issuance that remain unsold at the termination of the offerings. The Registrant hereby removes from registration any and all such
Shares of the Registrant registered but unsold under the Registration Statements. The Registration Statements are hereby amended,
as appropriate, to reflect the deregistration of such Shares.
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 these Post-Effective Amendments to the Registration
Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California,
on February 8, 2021.
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COLLECTORS
UNIVERSE, INC.
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By:
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/s/
Joseph J. Wallace
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Name:
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Joseph
J. Wallace
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Title:
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Senior
Vice President and Chief Financial Officer
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No
other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as
amended.
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