maindoc.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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OMB
Number: 3235-0058
Expires:
April 30, 2009
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OMB
APPROVAL
SEC
FILE NUMBER
0-27887
CUSIP
NUMBER
19421R
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(Check
one): ý Form 10-K
¨ Form
20-F ¨
Form 11-K ¨ Form
10-Q ¨
Form 10-D ¨ Form N-SAR
¨ Form N-CSR
For Period
Ended: June
30, 2008
¨ Transition Report on
Form 10-K
¨ Transition Report on
Form 20-F
¨ Transition Report on
Form 11-K
¨ Transition Report on
Form 10-Q
¨ Transition Report on
Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
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If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART
I — REGISTRANT INFORMATION
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Full
Name of
Registrant COLLECTORS
UNIVERSE, INC.
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Former Name, if
Applicable
N/A
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Address of Principal Executive Office (Street and Number)
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1921 E. Alton Avenue
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City, State and Zip
Code
Santa Ana, CA 92705
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PART
II — RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to
Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
x
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(a)
The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expen
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(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution Report n Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
We will
be unable to file, within the prescribed time period, our Annual Report on Form
10-K for the year ended June 30, 2008 (the “Form 10-K”), because, based on to
the historical and anticipated future operating results of our jewelry
businesses, we conducted a preliminary valuation analysis which indicated an
impairment of the goodwill and carrying value of the long-lived assets of those
businesses. As a result, in accordance with the applicable accounting
rules, we are in the process of conducting a current fair market valuation of
the assets of those businesses (which, as of June 30, 2008 and before giving
effect to any such impairment, had a carrying value on our books of
approximately $18 million) in order to determine the amount of any
impairment charge and any related effect on the provision for income taxes for
fiscal 2008. The valuation is in process, but will not be completed
in time for us to file the Form 10-K by its due date of September 15,
2008. However, we do expect to complete that process and make those
determinations in time for us to complete and file the Form 10-K prior to the
expiration of the 15 calendar day extension period.
SEC
1344 (05-06)
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Persons
who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
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(Attach
extra Sheets if Needed)
PART
IV — OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification.
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Joseph
J. Wallace
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(949)
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567-1245
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(Name)
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(Area
Code)
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(Telephone
No.)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s). x Yes ¨ No
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(3)
Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof ? x Yes ¨ No
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state reasons why a reasonable
estimate of the results cannot be
made.
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As discussed
in Part III above, we are in the process of determining, in accordance with the
applicable accounting rules, the fair value of our acquired jewelry businesses
in order to determine the amount of any impairment charge we will have to
recognize with respect to those businesses and the related impact on our
provision for income taxes for fiscal 2008. At this time we do not
have sufficient information to estimate the amounts of that impairment charge or
the related impact on income taxes.
Before giving
effect to that impairment charge and any related tax consequence thereof,
we expect that the loss from operations and the loss before income taxes for the
year ended June 30, 2008 will increase to approximately $6.5 million and
$5.4 million, respectively, from approximately $2.9 million and
$0.8 million respectively, for fiscal 2007. We also expect to
report that, before giving effect to the impairment charge and the related tax
effect, a loss from operations and a loss before income taxes of approximately
$1.7 million and $1.5 million, respectively, for the fourth quarter of
fiscal 2008, compared to $1.8 million and $1.3 million, respectively,
for the fourth quarter of fiscal 2007.
The
increases in the operating loss and the loss before income taxes that we expect
to report for fiscal 2008 (before taking into account the effects of the
above-described impairment charge) are primarily attributable to
(i) lower trade show coin grading revenues, (ii) increased coin
grading warranty costs, including a charge of $822,000 in the second quarter of
fiscal 2008 as a result of higher warranty claims received in that quarter and
early in the third quarter, and (iii) increases in the losses incurred by
our jewelry businesses as we continued to invest in and develop those
businesses. Also contributing to that pre-tax loss is a decrease, as
compared to fiscal 2007, in interest income earned as a result of lower average
available cash balances and lower prevailing interest rates. For the
fourth quarter of fiscal 2008, the decrease in our operating loss (before taking
into account the effects of the above-described impairment charge), as
compared to the fourth quarter of fiscal 2007, is primarily attributable
to lower trade show coin revenues offset by higher revenues in our other
businesses and lower operating expenses, while the increased pre-tax loss
primarily reflects lower interest income.
Cautionary
Statements Regarding Forward Looking Information
This Form
12b-25 contains statements regarding our expectations, beliefs or views about
our future financial performance, which constitute "forward-looking statements"
as defined in the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by the use of
words such as "believe," "expect," "anticipate," "intend," "plan," "estimate,"
"project," or future or conditional verbs such as "will," "would," "should,"
"could," or "may."
Due to a
number of risks and uncertainties to which our business is subject, our actual
financial performance in the future may differ, possibly significantly, from our
expected financial performance as set forth in the forward looking statements
contained in this Form 12b-25. Information regarding those risks and
uncertainties, and their possible impact on our future financial performance,
include, but are not limited to, the risks that our strategy to expand into new
collectibles and other high value asset markets, such as the diamond and colored
gemstone markets, and to offer new services in our existing markets will not be
successful in enabling us to improve our profitability or may even cause us to
incur losses. Additional information regarding these and other risks
and uncertainties to which our business is subject is contained in our Annual
Report on Form 10-K for our fiscal year ended June 30, 2007 which we filed with
the Securities and Exchange Commission on September 13, 2007 and our Quarterly
Reports on Form 10-Q for the first three quarters of fiscal 2008. Due
to those risks and uncertainties, readers are cautioned not to place undue
reliance on the forward-looking statements contained in this Form 12b-25, which
speak only as of its date, or to make predictions about future performance based
solely on historical financial performance. We also disclaim any
obligation to update forward-looking statements contained in this Notification
Form or in our 2007 Annual Report or 2008 Quarterly Reports filed with the
Securities and Exchange Commission.
COLLECTORS UNIVERSE,
INC.
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(Name
of Registrant as Specified in Charter)
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Has
caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date:
SEPTEMBER 15, 2008
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By: /S/ JOSEPH J.
WALLACE
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INSTRUCTION:
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The
form may be signed by an executive officer of the registrant or by any
other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature.
If statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative’s authority to sign on behalf of the registrant shall be
filed with the form.
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).
GENERAL
INSTRUCTIONS
1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of
1934.
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2.
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One signed original and four
conformed copies of this form and amendments thereto must be
completed and filed the Securities and Exchange Commission, Washington,
D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the
Commission files.
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3.
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A manually signed copy of the
form and amendments thereto shall be filed with each national securities
exchange which any class of securities of the registrant is
registered.
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4.
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Amendments
to the notifications must also be filed on Form 12b-25 but need not
restate information that has been correctly furnished. The form
shall be clearly identified as an amended
notification.
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5.
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Electronic
Filers: This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(§232.13(b) of this chapter).
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