Spectrum Group International, Inc. – ‘8-K’ for 9/27/05

On:  Monday, 10/3/05, at 3:32pm ET   ·   For:  9/27/05   ·   Accession #:  922423-5-1588   ·   File #:  1-11988

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8K Current Report                                 5     23K 
 2: EX-3        Exhibit 3(I) Certificate of Ownership & Merger         3     13K 
 3: EX-10       Exhibit 10.1 Employment Agreement                     22    103K 
 4: EX-10       Exhibit 10.2 Lease                                    72    230K 
 5: EX-99       Exhibit 99.1 Press Release                             3     16K 

8-K   —   Form 8K Current Report
Document Table of Contents

8-K
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 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

Date of report (Date of earliest event reported) September 27 , 2005

ESCALA GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

      Delaware                       1-11988                22-2365834
(State or other jurisdiction of   (Commission file number)    (I.R.S. employer  
 incorporation or organization)                              identification no.)

623 Fifth Avenue
New York, New York 10017
(Address of Principal Executive Offices)
(Zip Code)

(212) 421-9400
--------------
(Registrant's telephone number, including area code)

 GREG MANNING AUCTIONS, INC.
 ---------------------------
 775 Passaic Avenue,
 West Caldwell, New Jersey 07006
 (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))                                    

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Item 1.01 Entry into a Material Definitive Agreement.                           

     On September 27, 2005, Escala Group, Inc. (the "Company") and Jose Miguel
Herrero entered into an employment agreement (the "Herrero Employment           
Agreement"), pursuant to which Mr. Herrero will serve as President and Chief    
Executive Officer of the Company. The Herrero Employment Agreement has a term   
commencing September 27, 2005 and ending June 30, 2008. Under the terms of the  
Herrero Employment Agreement, Mr. Herrero's initial base salary will be         
$500,000, with annual increases in each year of the term based on the percentage
increase, if any, in the Consumer Price Index for the relevant fiscal year. Mr. 
Herrero will also receive a signing bonus of $690,000 (payable in three         
installments) and be eligible for a retention bonus to be determined in         
accordance with the terms of the Herrero Employment Agreement, which bonus will 
not be less than $300,000. Mr. Herrero will also be eligible to receive an      
annual performance bonus and a long-term incentive award pursuant to the terms  
of an incentive compensation program. The Herrero Employment Agreement also     
provides for the Company to reimburse Mr. Herrero for various expenses, and for 
the payment of certain amounts in the event of termination of employment under  
specified circumstances.                                                        

      The foregoing discussion is qualified by reference to the full text of the
Herrero Employment Agreement which is filed as an exhibit to this report on Form
8-K and is incorporated herein by reference in its entirety.                    

    On September 28, 2005, the Company and Fifth Avenue Building Company LLC
entered into a lease, for a term of 10 years, for part of the premises at 623   
Fifth Avenue, New York, New York, 10022. Under the terms of the lease, the      
Company will pay a fixed minimum rent of $396,912 for the first five years and  
six months and $425,162 per annum for the remainder of the term.                

      The foregoing discussion is qualified by reference to the full text of the
lease between the Company and Fifth Avenue Building Company LLC which is filed  
as an exhibit to this report on Form 8-K and is incorporated herein by reference
in its entirety.                                                                

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;  
Appointment of Principal Officers.                                              

  On September 27, 2005, Jose Miguel Herrero was appointed President and
Chief Executive Officer of the Company. Mr. Herrero, 50, has been a member of   
the Company's Board of Directors since 2003. Prior to joining the Company, Mr.  
Herrero was founder and managing partner of High Ground, a corporate finance    
firm focused on technology and innovation.                                      

In connection with his appointment as President and Chief Executive 
Officer, Mr. Herrero entered into an Employment Agreement on September 27, 2005.
A description of the material terms of the Employment Agreement is set forth in 
Item 1.01 on this Form 8-K and is incorporated herein by reference.             

   On September 27, 2005, Greg Manning, 58, was appointed President of the
Company's North American and Asian Philatelic Auction Division. Mr. Manning     
resigned his position as President and Chief Executive Officer of the Company   
immediately prior to his appointment. Mr. Manning had been the Company's Chief  
Executive Officer since December 8, 1992. Mr. Manning was the Company's         
President from 1981 until August 12, 1993 and from March 8, 1995 to September   
27, 2005.                                                                       

A copy of the press release dated September 28, 2005, announcing the
appointment of Mr. Herrero as President and Chief Executive Officer of the      
Company and Mr. Manning as President of the North American and Asian Philatelic 
Auction Division is attached hereto as Exhibit 99.1.                            

  Effective September 27, 2005, Anthony Bongiovanni and Emilio Ballester
both resigned from the Company's Board of Directors. On the same date, the      
remaining directors appointed Ambassador Antonio                                

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Martins Da Cruz to fill the vacancy on the Company's Board of Directors created 
by the departure of Mr. Ballester, to serve in the class of directors whose term
expires in 2006. Mr. Martins Da Cruz was Ambassador from Portugal to Spain from 
1999 to 2001 and Minister of Foreign Affairs from 2002-2003. Since that time he 
has been a professor of International Relations, University of Lusiada, Lisbon. 
He also serves as International and Institutional Relations Manager of Afinsa   
Bienes Tangibles, S.A., the Company's majority stockholder.                     

      The Board also appointed Rafael del Valle-Iturriaga, 50, to fill the Board
vacancy created by Mr. Bongiovanni's departure, to serve until 2006. Mr. del    
Valle-Iturriaga is Chief Executive of Saarema Inversiones, a private            
equity/industrial holding company based in Madrid. Prior to that, he was the    
Managing Director and Country Head, Iberia, of the Bank of America, N.A. in     
Madrid. Mr. del Valle-Iturriaga has a BA in Law from the University of Deusto   
(Bilbao) and a BA in Business Administration from ICADE University in Madrid.   

Both appointments were effective September 28, 2005.                

A copy of the press release dated September 28, 2005, announcing the
appointment of Messrs. Martins Da Cruz and Del Valle-Iturriaga and the          
resignations of Messrs. Bongiovanni and Ballester is attached hereto as Exhibit 
99.1.                                                                           

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal   
Year.                                                                           

 On September 27, 2005, the Company amended its Amended Certificate of
Incorporation in connection with a merger with a wholly-owned subsidiary under  
Section 253 of the Delaware General Corporation Law pursuant to which the       
Company's name was changed to Escala Group, Inc. The merger and name change     
became effective on September 28, 2005.                                         

Specifically, Section 1 of the Company's Amended Certificate of     
Incorporation was deleted in its entirety and replaced with the following: "1.  
Name. The name of the corporation is Escala Group, Inc."                        

      The foregoing discussion is qualified by reference to the full text of the
certificate of ownership and merger which is filed as an exhibit to this report 
on Form 8-K and is incorporated herein by reference in its entirety.            

A copy of the press release dated September 28, 2005, announcing the
change of corporate name of the Company is attached hereto as Exhibit 99.1.     

Item 8.01 Other Events                                                          

 On September 28, 2005 the Company's common stock began trading on the
Nasdaq National Market under the new ticker symbol `ESCL'.                      

On September 28, 2005 the Company established its new corporate     
headquarters in mid-town Manhattan, New York at 623 Fifth Avenue.               

    A copy of the press release dated September 28, 2005, announcing the new
ticker symbol and new corporate headquarters of the Company is attached hereto  
as Exhibit 99.1.                                                                

Item 9.01 Financial Statements and Exhibits.                                    

(c)   Exhibits                                                                  

            3(i)  Certificate of Ownership and Merger, dated September 28, 2005.

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          10.1  Employment Agreement between Greg Manning Auctions, Inc. and
Jose Miguel Herrero, dated September 27, 2005.                                  

        10.2  Lease between Greg Manning Auctions, Inc. and Fifth Avenue
Building Company LLC, dated September 27, 2005.                                 

            99.1  Press Release issued by Escala Group, Inc. dated September 28,
2005.                                                                           

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SIGNATURES

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

Date: October 3, 2005                                                           

                         ESCALA GROUP INC.

                              By: /s/ Larry Crawford
                                             -------------------------------
                                   Name:  Larry Crawford
                                            Title: Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/30/08		2
Filed on:		10/3/05		5
		9/28/05		2		4			3
For Period End:		9/27/05		2		4
		3/8/95		2
		8/12/93		2
		12/8/92		2
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