COLLECTORS UNIVERSE, INC. (NASDAQ:CLCT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 below, Joseph J. Orlando has been appointed as the
Companys new Chief Executive Officer (CEO) to succeed Robert G.
Deuster who, as previously reported, had chosen to retire
effective upon the appointment of a successor CEO.
Mr.Orlando is employed as the Companys CEO under a one year
employment agreement entered into on October 9, 2017, initially
for a term of one year, at an annual salary of $350,000. He also
will have the opportunity to earn incentive compensation, to be
payable to him in cash, in an amount up to 75% of his annual
salary, based on the achievement of certain financial performance
goals to be established within the next 60 days by the
Compensation Committee or the Board of Directors. Mr. Orlando
also will be eligible to participate in any equity incentive
programs that may be adopted by the Compensation Committee for
its executive officers and other key management employees.
The employment agreement provides that, if Mr.Orlandos employment
is terminated prior to the expiration of the one year term of
that agreement by the Company without Cause or by Mr.Orlando for
Good Reason (as defined in the employment agreement), or due to
his death or disability, then his salary will be continued, and
the Company will pay 100% of Mr.Orlandos COBRA premiums for
continued health insurance coverage, for six months, or for the
then unexpired portion of that one-year term, whichever is
shorter.
The employment agreement also provides that, if a change of
control of the Company were to be consummated while Mr.Orlando is
employed by the Company and, within the succeeding 12 months
Mr.Orlandos employment is terminated by the Company (or its
successor) without Cause or by Mr.Orlando for Good Reason, he
will be entitled to severance compensation comprised of (i)an
amount equal to one years salary, payable in lump sum, and
(ii)the payment of his COBRA premiums for continued health
insurance coverage for up to, but not to exceed, six months.
The foregoing description of Mr. Orlandos employment agreement is
not intended to be complete and is qualified in its entirety by
reference to that agreement, a copy of which is attached as
Exhibit10.99 to, and is incorporated by this reference
into, this Current Report.
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Item 5.02 |
Departure of Directors or Principal Officers; |
(b) Executive Officer Resignation/Termination.
As previously reported on August2, 2017, Robert G. Deuster, the
Companys then CEO, had decided, for personal reasons, to retire
as the Companys CEO effective on the appointment of a successor
CEO. Accordingly, Mr.Deuster tendered his resignation as CEO
effective as of October9, 2017 on the appointment of Mr.Orlando
as his successor CEO. Mr. Deuster will continue to serve as a
member of the Companys Board of Directors, but will not hold any
other positions with the Company.
(c) Appointment of New Executive Officer.
As set forth in Item 5.02 above, Joseph J. Orlando has been
appointed as the Companys CEO effective as of October9, 2017 to a
one year employment agreement. Set forth below is biographical
information for Mr.Orlando.
Mr. Orlando joined the Company in 1999 and, in 2002, was
appointed as president of the Companys Professional Sports
Authenticators Division, known as PSA, which authenticates and
grades sports trading cards. In 2003 he was also appointed as
president of PSA/DNA, which authenticates and grades autographs
and other memorabilia. In those roles, in addition to growing the
Companys sports business into the leading third-party
authenticator and grader for trading cards, autographs and sports
memorabilia, Mr.Orlando serves as Editor of the Companys
nationally distributed Sports Market Report which, under his
direction, has developed into a leading resource in the market.
Mr. Orlando has helped author several books, collectible guides
and dozens of articles for the Company. In addition, Mr. Orlando
has appeared as a featured guest and hobby expert on numerous
radio and television programs, including ESPNs award-winning
program Outside the Lines, HBOs Real Sports and
the Fox Business Network. Mr. Orlando holds a BA from Westmont
College and a law degree from Whittier College School of Law.
(d) Election of New Director.
Effective October9, 2017, in conjunction with Mr. Orlandos
appointment as CEO, the Board of Directors increased the
authorized number of directors from eight to nine and appointed
Mr. Orlando to the Board. Because he also is the Companys CEO,
Mr. Orlando will not serve on any of the standing committees of
the Board.
Except for the employment agreement, described in Item 5.02
above in this Current Report, entered into by the Company with
Mr.Orlando, and a total of 28,125 unvested restricted shares,
granted to Mr.Orlando in 2012, there are no existing or
currently proposed transactions to which the Company or any of
its subsidiaries is a party in which Mr.Orlando has a direct or
indirect financial interest.
There are no family relationships between Mr.Orlando and any of
the directors or officers of the Company or any of its
subsidiaries.
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Item 5.02 |
Regulation FD Disclosure |
On October9, 2017, the Company issued a press release reporting
the appointment of Joseph J. Orlando as the Companys new CEO,
succeeding Robert G. Deuster who, as described above in
Item 5.02 above, has retired as the Companys CEO. A copy of that
press release is attached as Exhibit99.1 to this Current
Report.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 5.02 of this Report, and Exhibit99.1
hereto, are being furnished and shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or otherwise subject to the
liabilities of that Section, nor shall such information or such
Exhibit be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the Securities Act).
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Item 5.02 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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10.99 |
Employment Agreement dated October 9, 2017, entered into |
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99.1 |
Press release issued October9, 2017by Collectors |
COLLECTORS UNIVERSE INC ExhibitEX-10.99 2 ex_96515.htm EXHIBIT 10.99 ex_96515.htm Exhibit 10.99 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 9,…To view the full exhibit click here
About COLLECTORS UNIVERSE, INC. (NASDAQ:CLCT)
Collectors Universe, Inc. provides authentication and grading services to dealers and collectors of coins, trading cards, event tickets, autographs and historical and sports memorabilia (collectibles). The Company operates through three segments: coins, trading cards and autographs, and other collectibles. The Company is engaged in the authentication, grading, publication and Web-based advertising, subscription-based business and product sales. The other collectibles segment includes the Certified Coin Exchange (CCE) subscription business, the Coinflation.com business and its collectibles conventions business. The Company is also engaged in selling of printed publications and collectibles price guides and advertising in such publications; selling of membership subscriptions in its Collectors Club; selling of subscriptions to its CCE dealer-to-dealer Internet bid-ask market for certified coins and to its CoinFacts Website, and conducting collectibles trade shows and conventions.
