Sec Form 13D Filing - Shamrock Activist Value Fund L P filing for COLLECTORS UNIVERSE INC (CLCT) - 2009-06-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Act of 1934

(Amendment No. 15)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

 

 

 

Collectors Universe, Inc.

(Name of Issuer)

 

 

Common Shares, $.001 Par Value

(Title of Class of Securities)

 

 

19421R200

(CUSIP Number)

 

 

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

June 17, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Shamrock Activist Value Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   0
		8.    Shared Voting Power   456,146 Common Shares*
		9.    Sole Dispositive Power   0
		10.    Shared Dispositive Power   456,146 Common Shares*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   456,146 Common Shares*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   4.98%*
14.		Type of Reporting Person (See Instructions)   PN

 

 

 

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Shamrock Activist Value Fund II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   Virginia

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   0
		8.    Shared Voting Power   257 Common Shares*
		9.    Sole Dispositive Power   0
		10.    Shared Dispositive Power   257 Common Shares*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   257 Common Shares*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   0.003%*
14.		Type of Reporting Person (See Instructions)   PN

 

 

 

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Shamrock Activist Value Fund III, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   0
		8.    Shared Voting Power   256 Common Shares*
		9.    Sole Dispositive Power   0
		10.    Shared Dispositive Power   256 Common Shares*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   256 Common Shares*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   0.003%*
14.		Type of Reporting Person (See Instructions)   PN

 

 

 

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Stanley P. Gold
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   United States

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   0*
		8.    Shared Voting Power   0*
		9.    Sole Dispositive Power   0*
		10.    Shared Dispositive Power   0*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   0%*
14.		Type of Reporting Person (See Instructions)   OO

 

 

 

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Dennis A. Johnson
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   United States

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   0*
		8.    Shared Voting Power   0*
		9.    Sole Dispositive Power   0*
		10.    Shared Dispositive Power   0*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   0*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   0%*
14.		Type of Reporting Person (See Instructions)   OO

 

 

 

 

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Shamrock Activist Value Fund GP, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   0
		8.    Shared Voting Power   456,659 Common Shares*
		9.    Sole Dispositive Power   0
		10.    Shared Dispositive Power   456,659 Common Shares*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   456,659 Common Shares*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   4.99%*
14.		Type of Reporting Person (See Instructions)   OO

 

 

 

*	See Item 5 hereof.

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SCHEDULE 13D

CUSIP No. 19421R200

 

1.		Name of Reporting Person   Shamrock Partners Activist Value Fund, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  x (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   Not Applicable
5.		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   Not Applicable		¨
6.		Citizenship or Place of Organization   Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.    Sole Voting Power   456,659 Common Shares*
		8.    Shared Voting Power   0
		9.    Sole Dispositive Power   456,659 Common Shares*
		10.    Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   456,659 Common Shares*
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨
13.		Percent of Class Represented by Amount in Row (11)   4.99%*
14.		Type of Reporting Person (See Instructions)   OO

 

 

 

*	See Item 5 hereof.

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ITEM 1.

Security and Issuer.

This statement amends the Schedule 13D dated December 13, 2005 (the “Schedule 13D”), as modified by amendments dated March 1, 2006, April 11, 2006, July 24, 2006, December 19, 2006, May 22, 2007, June 8, 2007, June 14, 2007, July 24, 2007, October 3, 2008, October 14, 2008, November 4, 2008, January 14, 2009, March 10, 2009 and June 5, 2009 (the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III, Stanley P. Gold, an individual (“Mr. Gold”), Dennis A. Johnson, an individual (“Mr. Johnson”), and the General Partner, the “Reporting Persons”), with respect to the Common Stock, $.001 par value per share (“Common Shares”), of Collectors Universe, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 15 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 15 does not modify any of the information previously reported in the Amended Schedule 13D.

 

ITEM 4.

Purpose of Transaction.

The Shamrock Activist Value Fund has disposed of an aggregate of 212,546 Common Shares on the dates and at the prices set forth on the Schedule of Transactions attached hereto as Exhibit 20 and incorporated by reference herein. All sales by the Shamrock Activist Value Fund were made in the open market on the NASDAQ National Market. As a result of such dispositions, Shamrock Activist Value Fund now has beneficial ownership of 456,659 Common Shares, representing approximately 4.99% of the issued and outstanding Common Shares.

 

ITEM 5.

Interests in Securities of the Issuer.

(a), (b)      SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the Common Shares beneficially owned for such purposes by the other. Each of SAVF, SAVF II and SAVF III disclaims beneficial ownership of any Common Shares owned by the others.

SAVF is the owner of 456,146 Common Shares, which represents approximately 4.98% of the issued and outstanding Common Shares. SAVF II is the owner of 257 Common Shares, which represents approximately 0.003% of the issued and outstanding Common Shares. SAVF III is the owner of 256 Common Shares, which represents approximately 0.003% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund collectively owns 456,659 Common Shares, which represents approximately 4.99% of the issued and outstanding Common Shares.

Mr. Gold is a Managing Member of Shamrock Partners, which is the managing member of the General Partner, which in turn is the general partner of each of SAVF, SAVF II, and SAVF III. As a result, Mr. Gold may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Gold disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.

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Mr. Johnson is a Managing Director of SCA, a Vice President of Shamrock Partners, and the portfolio manager of the Shamrock Activist Value Fund, and as such has primary responsibility for portfolio investment decisions relating to the Shamrock Activist Value Fund. As a result, Mr. Johnson may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Johnson disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.

As the general partner of the Shamrock Activist Value Fund, the General Partner may be deemed to beneficially own the 456,659 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 4.99% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 456,659 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 4.99% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 456,659 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 456,659 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2 of the Amended Schedule 13D, as previously filed.

The share numbers and percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assume that 9,158,343 Common Shares were outstanding as of June 19, 2009, as reported by the Company in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on June 2, 2009.

(c)            Since June 5, 2009 (the date of the last amendment to this Schedule 13D), SAVF, SAVF II and SAVF III effected transactions with respect to the Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 20 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market.

Except as referenced above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares since June 5, 2009 (the date of the last amendment to this Schedule 13D).

 

(d)	Not applicable.

 

(e)

On June 19, 2009, the Shamrock Activist Value Fund ceased to be the beneficial owner of more than 5% of the issued and outstanding Common Shares of the Company. The reporting obligations of the Reporting Persons with respect to the Common Shares pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder are therefore terminated.

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ITEM 7.

Material to be Filed as Exhibits.

 

Exhibit 20		—		Schedule of Transactions
		—		Joint Filing Agreement, dated January 14, 2009, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. (incorporated herein by reference to Exhibit 17 to the Amended Schedule 13D relating to the Common Shares of the Company, filed on January 15, 2009 by the Reporting Persons with the Securities and Exchange Commission).
		—		Power of Attorney, dated January 14, 2009, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold (incorporated herein by reference to Exhibit 18 to the Amended Schedule 13D relating to the Common Shares of the Company, filed on January 15, 2009 by the Reporting Persons with the Securities and Exchange Commission).

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: June 19, 2009

 

 

 

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Exhibit Index

 

Exhibit 20		—		Schedule of Transactions
		—		Joint Filing Agreement, dated January 14, 2009, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. (incorporated herein by reference to Exhibit 17 to the Amended Schedule 13D relating to the Common Shares of the Company, filed on January 15, 2009 by the Reporting Persons with the Securities and Exchange Commission).
		—		Power of Attorney, dated January 14, 2009, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold (incorporated herein by reference to Exhibit 18 to the Amended Schedule 13D relating to the Common Shares of the Company, filed on January 15, 2009 by the Reporting Persons with the Securities and Exchange Commission).