COLLECTORS UNIVERSE INC (Form: SC TO-I/A, Received: 07/10/2009 13:41:51)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

COLLECTORS UNIVERSE, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $.001 Par Value,

(including the associated Preferred Share Purchase Rights)

(Title of Class of Securities)

Michael J. McConnell

Chief Executive Officer

Collectors Universe, Inc.

1921 E. Alton Avenue

Santa Ana, California 92705

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Person)

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower, 65 East 55 th Street

New York, New York 10022

CALCULATION OF FILING FEE:

Transaction Valuation (1)		Amount of Filing Fee (2)
$9,450,000		$371.39 (3)

(1) The Transaction Valuation was calculated assuming that 1,750,000 outstanding shares of common stock, par value $.001 per share, will be purchased at the maximum tender offer price of $5.40 per share.

(2) The amount of the filing fee, calculated pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $39.30 per million dollars of the value of the transaction.

(3) Previously paid in connection with the Schedule TO filed with the Securities and Exchange Commission on June 2, 2009.

ý	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,305.22 Filing Party: Collectors Universe, Inc. Form or Registration No.: Form S-3, Registration No. 333-122129 Date Filed: January 19, 2005

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

	Check the appropriate boxes below to designate any transactions to which the statement relates:
¨	third party tender offer subject to Rule 14d-1.
ý	issuer tender offer subject to Rule 13e-4.
¨	going private transaction subject to Rule 13e-3.
¨	amendment to Schedule 13D under Rule 13d-2.

	Check the following box if the filing is a final amendment reporting the results of a tender offer: x

INTRODUCTION

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2009, as amended by Amendment No. 1 to Schedule TO filed with the SEC on July 6, 2009 (as amended and supplemented, the “Schedule TO”), relating to the offer by Collectors Universe, Inc. (the “Company”) to purchase up to 1,750,000 shares of its common stock, $.001 par value (including the associated preferred share purchase rights), at a price not less than $5.00 nor greater than $5.40 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash dated June 2, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer (the “Offer”).

This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On July 10, 2009, the Company announced the final results of the Offer, which expired at 12:00 Midnight, Eastern Time, on July 2, 2009. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)(5)(C)

Press Release dated July 10, 2009.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	COLLECTORS UNIVERSE, INC.


	By:	/s/ Joseph J. Wallace
	Name:	Joseph J. Wallace
	Title:	Chief Financial Officer

(a)(5)(C) Press Release dated July 10, 2009.

COLLECTORS UNIVERSE ANNOUNCES FINAL RESULTS OF TENDER OFFER

NEWPORT BEACH, CA – July 10, 2009 – Collectors Universe, Inc. (NASDAQ: CLCT), a leading provider of value-added authentication and grading services to dealers and collectors of high-value collectibles, today announced the final results of its previously announced modified “Dutch Auction” tender offer to purchase for cash up to 1,750,000 shares of its common stock, $.001 par value (including associated preferred share purchase rights), at a price per share of not less than $5.00 and not greater than $5.40. The tender offer expired at 12:00 Midnight, Eastern Time, on July 2, 2009.

The Company has accepted for purchase 1,749,828 shares in the tender offer, at a price of $5.00 per share, for a total cost of approximately $8,749,140, excluding fees and expenses related to the tender offer. With completion of the tender offer, the Company has approximately 7,408,516 shares outstanding.

Based on a final count by the Depositary for the tender offer, 4,691,743 shares were properly tendered and not withdrawn, including 3,948,248 shares at a purchase price of $5.00 per share. The Depositary has advised the Company that the final proration factor was approximately 43% for the tender offer. Any "small lot" shares of common stock properly tendered and not withdrawn will not be subject to proration.

The Depositary will promptly issue payment for the shares validly tendered and accepted for purchase and will return all other shares tendered and not accepted for purchase due to the proration or conditional tender provisions of the tender offer.

B. Riley & Co., LLC served as the Company’s financial advisor and information agent for the offering. StockTrans, Inc. served as the Depositary.

About Collectors Universe

Collectors Universe, Inc. is a leading provider of value added services to the high-value collectibles markets. The Company authenticates and grades collectible coins, sports cards, autographs and stamps. The Company also compiles and publishes authoritative information about United States and world coins, collectible trading cards and sports memorabilia and collectible stamps and operates its CCE dealer-to-dealer Internet bid-ask market for certified coins and its Expos trade show and conventions business. This information is accessible to collectors and dealers at the Company's website, http://www.collectors.com, and is also published in print.

Forward-Looking Statements

This news release 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 future financial performance may differ, possibly significantly, from our expected financial performance as set forth in the forward looking statements contained in this news release. Information regarding those risks and uncertainties, and their possible impact on our future financial performance, include, but are not limited to, the risk that economic conditions in the United States will not improve for some time and may even deteriorate further, which could result in further reductions in the demand for our collectible grading services and, consequently, in our revenues; the risk that our strategy to offer new services in our continuing markets will not be successful in enabling us to improve our profitability or may even cause us to incur significant losses; and the risk that the commercial real estate market in New York City will deteriorate further, in which case we may not be able to sublease the offices and laboratory facilities in New York City within the time period and for the rents currently expected, causing our rental payment obligations to be significantly higher than currently expected.

Additional information regarding these risks and information regarding 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, 2008 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the Securities and Exchange Commission. Due to these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release or in that Annual Report, which speak only as of their respective dates. We also disclaim any obligation to update or revise any of the forward-looking statements as a result of new information, future events or otherwise, except as may be required by law or NASDAQ rules.

Contact:

Joseph Wallace

Chief Financial Officer

Collectors Universe

949-567-1245

Email: jwallace@collectors.com