-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FP48mghvtQKLKi8SlYFqzE2qgWg3dtXyAfJi81UCC8P1TbLuTJF0Dx3fRFa/WGL3 wQeSdha1IFh3MELeLSi1Sw== 0000922423-02-000814.txt : 20020719 0000922423-02-000814.hdr.sgml : 20020719 20020717145659 ACCESSION NUMBER: 0000922423-02-000814 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREG MANNING AUCTIONS INC CENTRAL INDEX KEY: 0000895516 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 222365834 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46082 FILM NUMBER: 02704689 BUSINESS ADDRESS: STREET 1: 775 PASSAIC AVE CITY: WEST CALDWELL STATE: NJ ZIP: 07006 BUSINESS PHONE: 9738820004 MAIL ADDRESS: STREET 1: 775 PASSAIC AVE CITY: WEST CALDWELL STATE: NJ ZIP: 07006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREG MANNING AUCTIONS INC CENTRAL INDEX KEY: 0000895516 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 222365834 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 775 PASSAIC AVE CITY: WEST CALDWELL STATE: NJ ZIP: 07006 BUSINESS PHONE: 9738820004 MAIL ADDRESS: STREET 1: 775 PASSAIC AVE CITY: WEST CALDWELL STATE: NJ ZIP: 07006 SC TO-I/A 1 kl07033_scto-ia.txt SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) -------------------- GREG MANNING AUCTIONS, INC. (NAME OF SUBJECT COMPANY (ISSUER)) -------------------- GREG MANNING AUCTIONS, INC. (NAME OF FILING PERSON (OFFEROR)) -------------------- CERTAIN OPTIONS UNDER The 1997 STOCK INCENTIVE PLAN FOR GREG MANNING AUCTIONS, INC. TO PURCHASE SHARES OF COMMON STOCK , PAR VALUE $.01 PER SHARE, HELD BY CERTAIN EMPLOYEES (TITLE OF CLASS OF SECURITIES) -------------------- 563823103 (CUSIP NUMBER OF CLASS OF SECURITIES) (UNDERLYING ORDINARY SHARES) -------------------- GREG MANNING 775 PASSAIC AVENUE WEST CALDWELL, NEW JERSEY 07006 (973) 882-0004 FAX: (973) 882-1812 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON) -------------------- COPIES TO: SCOTT S. ROSENBLUM, ESQ. KRAMER LEVIN NAFTALIS & FRANKEL, LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 715-9100 FAX: (212) 715-8000 CALCULATION OF FILING FEE ================================================================================ Transaction valuation* Amount of filing fee** - -------------------------------------- ------------------------------------- $2,046,560 $409.31 ================================================================================ * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,543,875shares of common stock of Greg Manning Auctions, Inc. having an aggregate value of $2,046,560 as of June 21, 2002 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the value of the transaction. ** Previously paid. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing party: Not applicable. Date filed: Not applicable. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [x] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] This Amedment No. 1 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement filed by Greg Manning Auctions, Inc. ("GMAI") on July 2, 2002, relating to the offer by GMAI to exchange outstanding options to purchase shares of our common stock granted under the GMAI 1997 Stock Incentive Plan, as amended (the "Plan") that have an exercise price of $2.00 or more, for new options to purchase shares of our common stock that we will grant under the Plan, upon the terms and subject to the conditions set forth in the Offer to Exchange dated July 2, 2002 (the "Offer to Exchange"), and in the related exhibits. This Amendment No. 1 is being filed on behalf of GMAI. =============================================================================== Item 4. Terms of the Transaction The information set forth in the Supplement to Offer to Exchange, dated July 17, 2002, attached as Exhibit (a)(1)(C) hereto, is incorporated herein by reference. Item 10. Financial Statements. (a) The information set forth in Schedule A to the Supplement to Offer to Exchange, dated July 17, 2002, attached as Exhibit (a)(1)(C) hereto, is incorporated herein by reference. Item 12. Exhibits. Exhibit Number Description ------ ----------- (a)(1)(A) Offer to Exchange, dated July 2, 2002.* (a)(1)(B) Form of Letter of Transmittal.* (a)(1)(C) Supplement to Offer to Exchange, dated July 17, 2002. (a)(2) Form of Letter to Eligible Option Holders. * (a)(2)(B) Form of Confirmation Letter. (a)(5)(A) Greg Manning Auctions, Inc. Annual Report on Form 10-K for its fiscal year ended June 30, 2001 (filed with the Securities and Exchange Commission on September 28, 2001 and incorporated herein by reference). (b) Not applicable. (d)(1) Greg Manning Auctions, Inc. 1997 Stock Incentive Plan, as amended (filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 28, 1997 and incorporated herein by reference; amendment no.1 thereto set forth in the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on October 27, 1999 and incorporated herein by reference; amendment no. 2 thereto set forth in the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on January 13, 2000 and incorporated herein by reference; amendment no. 3 thereto set forth in the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on October 26, 2001 and incorporated herein by reference). (g) Not applicable. * previously filed SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GREG MANNING AUCTIONS, INC. /s/ Larry Crawford ------------------------------ Larry Crawford Chief Financial Officer Date: July 17, 2002 -2- INDEX TO EXHIBITS Exhibit Number Description ------ ----------- (a)(1)(A) Offer to Exchange, dated July 2, 2002.* (a)(1)(B) Form of Letter of Transmittal.* (a)(1)(C) Supplement to Offer to Exchange, dated July 17, 2002. (a) (2) Form of Letter to Eligible Option Holders.* (a)(2)(B) Form of Confirmation Letter. (a)(5)(A) Greg Manning Auctions, Inc. Annual Report on Form 10-K for its fiscal year ended June 30, 2001 (filed with the SEC on September 28, 2001 and incorporated herein by reference). (b) Not applicable. (d)(1) Greg Manning Auctions, Inc. 1997 Stock Incentive Plan, as amended (filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 28, 1997 and incorporated herein by reference; amendment no.1 thereto set forth in the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on October 27, 1999 and incorporated herein by reference; amendment no. 2 thereto set forth in the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on January 13, 2000 and incorporated herein by reference; amendment no. 3 thereto set forth in the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on October 26, 2001 and incorporated herein by reference). (g) Not applicable. -3- EX-99 4 kl07033_exa1c.txt EXHIBIT (A)(1)(C) SUPPLEMENT Exhibit (a)(1)(C) GREG MANNING AUCTIONS, INC. SUPPLEMENT DATED JULY 17, 2002 TO THE OFFER TO EXCHANGE OUTSTANDING OPTIONS UNDER THE GREG MANNING AUCTIONS, INC. 1997 STOCK INCENTIVE PLAN, AS AMENDED - ------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 30, 2002 UNLESS THE OFFER IS EXTENDED. - ------------------------------------------------------------------------------- The following information amends and supplements our offer to exchange dated July 2, 2002 (the "offer to exchange") pursuant to which we offered to exchange outstanding options to purchase shares of our common stock granted under our 1997 Stock Incentive Plan, as amended, that have an exercise price of $2.00 or more, for new options to purchase shares of our common stock that we will grant under the plan. Please note the following supplemental information: 1. Upon our acceptance of tendered options for exchange, we will cancel the tendered options and not later than three business days thereafter, will send each tendering option holder a letter indicating the number of shares of common stock subject to the options that we have accepted for exchange, the corresponding number of shares of common stock that will be subject to the new options and the expected grant date of the new options. The form of the letter is attached to this Supplement. 2. Appendix A to this Supplement contains summary financial information about the company, which you should review carefully in considering whether to participate in the offer. This supplement is being transmitted to you via electronic mail. Hard copies of this supplement, as well as other information concerning the offer, may be obtained by contacting Martha J. Husick, Corporate Secretary, at 973-882-0004 or by email at mhusick@gregmanning.com. Supplement dated July 17, 2002 Schedule A Summary Financial Statements The following tables set forth selected consolidated financial operating data for Greg Manning Auctions, Inc. The selected historical statement of operations data for the fiscal years ended June 30, 1999, 2000 and 2001 and the selected historical balance sheet data as of June 30, 2000 and 2001 have been derived from the audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2001. The summary consolidated financial data as of and for the three and nine months periods ended March 31, 2002 and 2001 have been derived from our unaudited financial statements included in our Form 10-Q for the quarter ended March 31, 2002. Operating results for the three and nine month periods ended March 31, 2002 are not necessarily indicative of the results that may be expected for the entire year. The information presented below should be read together with our consolidated financial statements and related notes. We have presented the following data in thousands, except share and per share data. GREG MANNING AUCTIONS, INC. Consolidated Balance Sheets June 30, (In Thousands except Per Share Amounts) 2001 2000 --------- -------- Assets ------ Current Assets Cash and Cash Equivalents $ 2,158 $ 1,092 Accounts Receivable, net Auctions Receivable 7,480 6,748 Auctions Receivable - Related Party -- 614 Advances to Consignors 853 2,852 Other 700 16 Inventory 12,866 20,601 Deferred Tax Asset 1,590 824 Prepaid Expenses 324 518 -------- -------- Total Current Assets 25,971 33,265 Property and Equipment, Net 1,422 928 Goodwill, Net 5,122 6,601 Other Purchased Intangibles, Net 3,022 3,022 Marketable Securities 147 231 Investment in Equity Method Investees -- 5,937 Other Non-Current Assets Deferred Tax Asset 2,554 1,920 Inventory 1,700 2,400 Advances to Consignors 358 753 Other 156 386 -------- -------- Total Assets $ 40,452 $ 55,443 ======== ======== Liabilities and Stockholders' Equity Current Liabilities Demand Notes Payable $ 8,040 $ 7,950 Notes Payable 75 182 Payable to Third Party Consignors 2,711 1,468 Accounts Payable 4,135 3,493 Advance from Related Party 90 2,422 Accrued Expenses 1,834 1,850 -------- -------- Total Current Liabilities 16,885 17,365 Notes Payable - Long Term 168 111 -------- -------- Total Liabilities 17,053 17,476 Stockholders' Equity Preferred Stock, $.01 par value. Authorized 10,000 shares; none issued Common Stock, $.01 par value Authorized: 40,000 shares Issued June 30, 2001 - 11,987 shares Issued June 30, 2000 - 10,025 shares 120 100 Additional paid in capital 44,252 41,251 Accumulated other comprehensive income: Unrealized loss on marketable securities, net of tax (143) (92) Accumulated Deficit (18,282) (1,959) Treasury stock, at cost 368 shares at June 30, 2001 100 shares at June 30, 2000 (2,548) (1,333) -------- -------- Total Stockholders' Equity 23,399 37,967 -------- -------- Total Liabilities and Stockholders' Equity $ 40,452 $ 55,443 ======== ========
GREG MANNING AUCTIONS, INC. Consolidated Statements of Operations For the Years Ended June 30, (In Thousands, Except Per Share Amounts) 2001 2000 1999 --------- ---------- --------- Operating Revenues Sales of merchandise $ 62,333 $ 55,663 $ 72,551 Commissions earned 5,063 6,716 4,933 -------- -------- -------- Total Revenues 67,396 62,379 77,484 Cost of merchandise sold 62,354 50,559 65,741 -------- -------- -------- Gross profit 5,042 11,820 11,743 Operating Expenses General and Administrative 5,373 6,024 4,801 Salaries and Wages 5,163 4,821 4,335 Depreciation and Amortization 1,564 1,010 739 Intangible Impairment 2,158 -- -- Marketing 1,879 2,442 2,033 Other Expense 340 -- -- Acquisition and Merger Costs 205 926 -- -------- -------- -------- Total Operating Expenses 16,682 15,223 11,908 -------- -------- -------- Operating Loss (11,640) (3,403) (165) Other Income (expense) Gain on sale of marketable securities and investments -- 14 2,555 Interest Income 292 453 448 Interest Expense (1,428) (1,543) (1,644) Minority Interest -- -- (5) Income (Loss) from operations of investees (4,951) (851) 95 -------- -------- -------- Income (Loss) before income taxes (17,727) (5,330) 1,284 Provision for (Benefit from) income taxes (1,404) (1,661) 461 -------- -------- -------- Net Income (Loss) $(16,323) $ (3,669) $ 823 ======== ======== ======== Basic Earnings (Loss) per Share: Weighted average shares outstanding 10,299 9,710 7,355 ======== ======== ======== Basic Earnings (Loss) per Share $ (1.58) $ (0.38) $ 0.11 ======== ======== ======== Diluted Earnings (Loss) per Share: Weighted average shares outstanding 10,299 9,710 7,799 ======== ======== ======== Diluted Earnings (Loss) per Share $ (1.58) $ (0.38) $ 0.11 ======== ======== ========
GREG MANNING AUCTIONS, INC. Condensed Consolidated Balance Sheets (amounts in thousands except share data) June 30, March 31, 2001 2002 -------- ---------- Assets (Audited) (Unaudited) Current Assets Cash and Cash Equivalents $ 2,158 $ 2,411 Accounts Receivable Auctions Receivable 7,480 6,401 Advances to Consignors 853 1,412 Other 700 -- Inventory 12,866 12,773 Deferred Tax Asset 1,590 1,590 Prepaid Expenses 324 451 -------- --------- Total Current Assets 25,971 25,038 Property and Equipment, Net 1,422 1,067 Goodwill, Net 5,122 4,729 Other Purchased Intangibles, Net 3,022 2,798 Marketable Securities 147 90 Other Non-Current Assets Deferred Tax Asset 2,554 2,354 Inventory 1,700 1,700 Advances to Consignors 358 358 Other 156 318 -------- -------- Total Assets $ 40,452 $ 38,452 ======== ======== Liabilities and Stockholders' Equity Current Liabilities Demand Notes Payable $ 8,040 $ 1,540 Notes Payable 75 5,056 Payable to Third Party Consignors 2,711 2,421 Accounts Payable 4,135 3,452 Advance from Related Party 90 -- Accrued Expenses 1,834 865 -------- -------- Total Current Liabilities 16,885 13,334 Notes Payable - Long Term 168 1,991 -------- -------- 17,053 15,325 Preferred Stock, $.01 par value. Authorized 10,000 shares; none issued Common Stock, $.01 par value. Authorized: 40,000 shares Issued: March 31, 2002-13,072 shares, June 30, 2001-11,987 shares 120 130 Additional paid in capital 44,252 46,657 Accumulated other comprehensive income: Unrealized loss on marketable securities, net of taxes (143) (214) Accumulated deficit (18,282) (20,898) Treasury stock, at cost: 368 shares at March 31, 2002 and June 30, 2001, respectively (2,548) (2,548) -------- -------- Total Stockholders' Equity 23,399 23,127 -------- -------- Total Liabilities and Stockholders' Equity $ 40,452 $ 38,452 ======== ======== GREG MANNING AUCTIONS, INC. Condensed Consolidated Statements of Operations For the Three and Nine months ended March 31, (amounts in thousands except per share data) (Unaudited)
Three Months Ended Nine months ended March 31, March 31, ----------------------- ------------------------- 2001 2002 2001 2002 -------- -------- -------- -------- Operating Revenues Sales of merchandise $ 16,652 $ 20,964 $ 41,935 $ 55,330 Commissions earned 1,184 1,089 3,835 2,839 -------- -------- -------- -------- Total Revenues 17,836 22,053 45,770 58,169 Cost of merchandise sold 16,683 19,403 39,916 50,934 -------- -------- -------- -------- Gross profit 1,153 2,650 5,854 7,235 Operating Expenses General and Administrative 1,333 1,116 3,696 3,493 Depreciation and Amortization 724 343 1,459 1,046 Salaries and Wages 1,330 1,093 3,868 3,307 Acquisition and Merger Costs 1 -- 205 -- Marketing 306 402 1,383 1,082 -------- -------- -------- -------- Total Operating Expenses 3,694 2,954 10,611 8,928 -------- -------- -------- -------- Operating Loss (2,541) (304) (4,757) (1,693) -------- -------- -------- -------- Other Income (expense) Interest Income 10 62 270 130 Interest Expense (354) (222) (1,052) (603) Loss from operations of investee (245) -- (954) (250) -------- -------- -------- -------- Loss before income taxes (3,130) (464) (6,493) (2,416) (Benefit from) provision for income taxes (977) 200 (2,004) 200 -------- -------- -------- -------- Net Loss $ (2,153) $ (664) $ (4,489) $ (2,616) ======== ======== ======== ======== Basic Loss per Share Weighted average shares outstanding 10,085 12,695 10,064 12,323 ======== ======== ======== ======== Basic loss per share $ (0.21) $ (0.05) $ (0.45) $ (0.21) ======== ======== ======== ======== Diluted Loss per Share Weighted average shares outstanding 10,085 12,695 10,064 12,323 ======== ======== ======== ======== Diluted Loss per Share $ (0.21) $ (0.05) $ (0.45) $ (0.21) ======== ======== ======== ========
EX-99 5 kl07033_exa2b.txt EXHIBIT (A)(2)(B) LETTER Exhibit (a)(2)(B) [Letterhead of GMAI] Dear Option Holder: On behalf of Greg Manning Auction's, Inc. (the "Company"), I am writing to provide you with the results of the Company's recent offer to exchange (the "Offer") outstanding options (the "Old Options") granted under the Company's 1997 Stock Incentive Plan, as amended (the "Plan) for new options the Company will grant under the Plan (the "New Options"). The Offer was consummated pursuant to the terms and conditions in the Company's offer to exchange dated July 2, 2002, as supplemented by the Supplement dated July 17, 2002 (the "Offer to Exchange"), and the related letter of transmittal. The Offer expired at 12:00 midnight, Eastern time, on July 30, 2002. Promptly following the expiration of the Offer and pursuant to the terms and conditions of the Offer, the Company accepted for exchange on July 31, 2002 tendered Old Options exercisable for a total of ____________ shares of Common Stock and canceled all such Old Options. The Company has accepted for exchange and canceled the Old Options tendered by you exercisable for the number of shares of Common Stock (the "Option Shares") set forth on Attachment A to this letter. In accordance with the terms and subject to the conditions of the Offer, you have the right to receive a New Option under the Plan exercisable for the number of Option Shares set forth on Attachment A, as adjusted for any stock splits, stock dividends and similar events that occur prior to the date on which the Company issues such New Option. Also in accordance with the terms of the Offer, the per share exercise price under the New Option will equal the fair market value of the Common Stock on the date the Company grants the New Option. The New Options will vest 25% immediately on the date of grant and 35% on each of the first and second anniversaries of the date of grant. In accordance with the terms and subject to the conditions of the Offer, the Company will grant you the New Option on or about February 4, 2002. At that time, as described in the Offer to Exchange, you will receive a New Option agreement that will be executed by you and the Company. In accordance with the terms of the Offer, and as provided in the Plan, you must be an employee of the Company or one of its subsidiaries from the date you tendered Old Options through the date the Company grants the New Options to receive your New Option. If for any reason you do not remain an employee, you will not receive a New Option or any other consideration for the Old Options tendered by you and canceled by the Company. Participation in the Offer does not confer upon you the right to remain in the employ of the Company or any of its subsidiaries. If you have any questions about your rights in connection with the grant of a New Option, please call Larry Crawford at 973-882-0004. Sincerely, Greg Manning Attachment A [Name of Option Holder] Number of Option Shares Exercise Price of Tendered Old Option Subject to Tendered Old Option Accepted for Exchange Number of Option Shares Subject to New Options to be Granted to You on or About February 4, 2003: ____________* 2 -----END PRIVACY-ENHANCED MESSAGE-----