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

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): January 20, 2021

Date of Report (Date of earliest event reported): December 10, 2020

COLLECTORS UNIVERSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-34240	33-0846191
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1610 East Saint Andrew Place, Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 567-1234

N/A

(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))

Securities ~~registered~~Registered ~~pursuant~~under to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.001 Par Value		CLCT		Nasdaq Global Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

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 13(a) of the Exchange Act. [ ]

Item 5 1.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~Item~~As 5previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Collectors Universe, Inc.07, a Delaware corporation (the “Company”), on November 30, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cards Parent LP, a Delaware limited partnership (“Parent”), and Cards Acquisition Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (b“Merger Sub”), pursuant to which Merger Sub has commenced a tender offer (the “Offer”) to purchase any and all issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the “Shares”) at an offer price of $75.25 per Share, without interest and subject to any required withholding taxes (the “Original Offer Price”), net to the seller in cash. The Merger Agreement also provides, among other things, that promptly following the completion of the Offer and upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Parent (the “Merger” and together with the Offer, the “Transactions”).

~~Collectors~~On January ~~Universe~~20, ~~Inc.~~ (2021, the “Company”), ~~held~~Parent ~~its~~and ~~2020~~Merger ~~Annual~~Sub ~~Stockholders’~~entered ~~Meeting~~into an Amended and Restated Agreement and Plan of Merger (the “~~Annual~~A&R Merger ~~Meeting~~Agreement”) ~~on December 10~~, ~~2020.~~ ~~The~~which ~~proposals~~amended ~~voted~~and onrestated by the ~~Company’s~~Merger ~~stockholders~~Agreement atin ~~the~~its ~~Annual~~entirety. ~~Meeting~~Pursuant ~~consisted~~to ~~of (i)~~ the ~~election~~A&R Merger ofAgreement, ~~eight~~the ~~(8)~~Original ~~directors~~Offer toPrice ~~serve~~was onincreased ~~the~~from ~~Company’s~~$75.25 ~~Board~~per ofShare ~~Directors~~to ~~(the~~$92.00 ~~“Board”)~~per ~~for~~Share, awithout ~~term~~interest ofand subject ~~one~~to ~~year~~any orrequired ~~until~~withholding ~~their~~taxes, ~~successors~~net ~~are~~to ~~elected~~the ~~(Proposal~~seller ~~No. 1);~~in ~~(ii) ratification~~cash, ofin accordance with the ~~appointment~~terms and conditions of ~~Grant~~the ~~Thornton, LLP~~Offer (as ~~the~~so amended). ~~Company’s~~In ~~independent~~connection ~~registered~~with ~~public~~the ~~accounting~~entry ~~firm~~into ~~for~~ the ~~fiscal~~A&R ~~year~~Merger ~~ending June 30~~Agreement, ~~2021~~the ~~(Proposal No. 2);~~parties ~~and~~agreed ~~(iii) approval,~~to byextend ~~non-binding~~the ~~advisory~~expiration ~~vote~~time of for the ~~Company’s~~Offer ~~stockholders~~from January 19, of2021, ~~the~~to ~~compensation~~February ~~paid by~~3, ~~the~~2021, ~~Company~~subject to ~~its~~further ~~Named~~extensions ~~Executive~~in ~~Officers~~accordance ~~for~~with ~~its~~the ~~fiscal~~terms ~~year~~of ~~ended~~the ~~June~~A&R Merger ~~30, 2020 (Proposal No~~Agreement. ~~3).~~

1.The ~~Election~~foregoing ofdescription ~~Directors (Proposal No. 1). The eight candidates named below, all~~ of ~~whom were nominated by~~ the ~~Board, were~~A&R ~~the~~Merger ~~only~~Agreement ~~candidates~~does ~~nominated~~not ~~for~~purport ~~election at the Annual Meeting. As a result, the election of directors was uncontested. However, the Company’s Bylaws provide that,~~ to be ~~elected~~complete toand ~~the~~is ~~Board~~qualified in anits ~~uncontested~~entirety ~~election,~~by ~~a candidate must receive~~reference ato ~~majority of~~ the ~~votes~~full ~~cast~~text ~~in the election~~ of ~~directors. As indicated in~~ the ~~table~~A&R ~~below~~Merger Agreement, ~~all eight candidates received~~ a ~~majority~~ copy of ~~the~~which ~~votes~~is ~~cast~~attached inas ~~the~~Exhibit ~~election~~2.1 ~~of directors~~ and, ~~accordingly,~~is ~~were~~incorporated ~~elected~~by ~~to serve on the Board for a term that will end at the next Annual Stockholders’ Meeting or until their respective successors are elected~~reference.

Nominees:	Shares Voted For		Percent of Shares Voted			Votes Withheld		Percent of Shares Voted
A. J. Bert Moyer		5,533,855		98.4	%		91,780		1.6	%
Joseph J. Orlando		5,579,351		99.2	%		46,284		0.8	%
Bruce A. Stevens		5,533,997		98.4	%		91,638		1.6	%
Kate W. Duchene		5,579,599		99.2	%		46,036		0.8	%
Vina M. Leite		5,579,406		99.2	%		46,229		0.8	%
Jon M. Sullivan		5,585,567		99.3	%		40,068		0.7	%
Lorraine G. Bardeen		5,579,756		99.2	%		45,879		0.8	%
Jennifer H. Leuer		5,580,877		99.2	%		44,758		0.8	%

Item 2.02 Results of Operations and Financial Condition

~~There~~On ~~were~~January 20, 2021, the Company issued a ~~total~~press release announcing preliminary financial results for its second quarter of 2fiscal year 2021,~~255,790~~ ~~broker~~which ~~non-votes~~ended inon ~~the~~December ~~election~~31, 2020. A copy of ~~directors~~that press release is attached as Exhibit 99.1 and is incorporated by reference.

~~2. Ratification~~In ofaccordance ~~Appointment~~with ofGeneral ~~Independent~~Instruction ~~Registered Public Accountants (Proposal No~~B. 2). Atof ~~the~~Form ~~Annual Meeting~~8-K, ~~the~~information ~~Company’s stockholders~~in ~~also~~Item ~~voted~~2.02 ~~on the ratification~~ of ~~the~~this ~~appointment~~Report, ofand ~~Grant~~Exhibit ~~Thornton~~99.1, ~~LLP~~are asbeing furnished ~~the~~and ~~Company’s~~shall ~~independent registered~~not ~~public~~be ~~accounting~~deemed ~~firm~~“filed” for ~~its~~purposes ~~fiscal~~of ~~year~~Section ~~ending~~18 ~~June~~of ~~30,~~the ~~2021.~~Securities ~~Approval~~Exchange Act of ~~this~~1934, ~~Proposal~~as ~~required the~~amended ~~affirmative vote of~~ (the ~~holders~~“Exchange ofAct”), aor ~~majority~~otherwise ofsubject to the ~~shares~~liabilities ~~present~~of ~~(in~~that ~~person~~Section, ornor byshall ~~proxy)~~such ~~and~~information ~~voted~~or such onExhibit ~~this~~be ~~Proposal~~deemed atincorporated ~~the Annual~~by ~~Meeting.~~reference ~~The~~in ~~following~~any ~~table~~filing ~~sets~~under ~~forth~~ the ~~respective~~Securities ~~numbers~~Act of ~~votes cast for and against~~1933, ~~and~~as amended (the ~~number of shares~~“Securities ~~abstaining from, this Proposal:~~Act”).

Shares Voted For				Percent of Shares Voted				Shares Voted Against				Percent of Shares Voted				Abstentions				Percent of Shares Voted
	7,829,751				99.3	%			24,955				0.3	%			26,719				0.4	%

Item 7.01 Regulation FD Disclosure.

~~Brokers~~On ~~had~~January ~~discretionary~~20, ~~authority~~2021 tothe ~~vote~~Company ~~shares~~also onissued ~~this~~a ~~Proposal~~press torelease ~~ratify~~announcing the ~~appointment~~execution of the ~~Company’s independent~~A&R ~~registered~~Merger ~~public~~Agreement, ~~accounting~~the ~~firm~~increase of ~~without~~the ~~having~~Original ~~obtained~~Offer ~~voting~~Price ~~instructions~~and ~~from~~the extension of the ~~beneficial~~Offer. ~~owners~~A copy of the ~~shares. Consequently,~~press ~~there~~release ~~were~~is noattached ~~broker~~as ~~non-votes~~Exhibit ~~with~~99.2 ~~respect~~and tois ~~this~~incorporated ~~Proposal~~by reference.

~~3. Approval,~~In byaccordance ~~Non-Binding~~with ~~Advisory~~General ~~Vote,~~Instruction ofB.2 ~~the Compensation~~ of ~~the~~Form ~~Company’s~~8-K, ~~Named Executive~~information ~~Officers~~in ~~(Proposal~~Item No7.01 ~~3).~~of ~~The~~this ~~approval~~Report, byand ~~non-binding~~in ~~advisory~~Exhibit ~~vote of the stockholders~~99.2, ~~of the compensation~~ ~~paid~~are bybeing ~~the~~furnished ~~Company~~and toshall ~~its~~not ~~Named~~be ~~Executive~~deemed ~~Officers~~“filed” for ~~its~~purposes ~~fiscal~~of ~~year~~Section ~~ended~~18 ~~June~~of ~~30, 2020 (~~the ~~“Say-on-Pay Vote”)~~Exchange ~~required~~Act, ~~the~~or ~~affirmative~~otherwise ~~vote~~subject to of the ~~holders~~liabilities of athat ~~majority~~Section, ofnor ~~the shares~~shall ~~present~~such ~~(in~~information ~~person~~ or bysuch ~~proxy)~~Exhibits ~~and~~be ~~voted~~deemed onincorporated ~~this~~by ~~Proposal~~reference atin ~~the~~any ~~Annual~~filing under ~~Meeting. Set forth below are~~ the ~~results~~Securities ~~of the voting on this Proposal:~~Act.

Shares Voted For Approval				Percent of Shares Voted				Shares Voted Against Approval				Percent of Shares Voted				Abstentions				Percent of Shares Voted
	5,305,605				94.3	%			76,854				1.4	%			243,176				4.3	%

Item 9.01 Financial Statements and Exhibits.

~~There~~(d) ~~were a total of 2,255,790 broker non-votes with respect to this Proposal~~Exhibits.

Exhibit No.		Description

2.1		Amended and Restated Agreement and Plan of Merger, dated January 20, 2021, by and among the Company, Parent and Merger Sub.
99.1		Press release issued January 20, 2021 by the Company.
99.2		Press release issued January 20, 2021 by the Company.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	COLLECTORS UNIVERSE, INC.
Dated: December 15, 2020	By:	/s/ JOSEPH J. WALLACE
		Joseph J. Wallace,
		Senior Vice President & Chief Financial Officer

	COLLECTORS UNIVERSE, INC.

	By:	/s/ Joseph J. Wallace
		Joseph J. Wallace
		Senior Vice President and Chief Financial Officer

3Date: January 20, 2021

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