On January 14, 2009, Collector's Universe, Inc. (the "Company") entered into a Rights Agreement with StockTrans, Inc., a Delaware corporation, as Rights Agent. The Rights Agreement was entered into pursuant to authorization of the Company's Board of Directors on January 9, 2009, which included the adoption of a Stockholder Rights Plan and the declaration of a dividend distribution of one right (a "Right") for each outstanding share of the Company's Common Stock (the "Common Stock") to stockholders of record at the close of business on January 23, 2009 (the "Dividend Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, $0.001 par value (the "Preferred Stock"), at an exercise price of $14 per Unit, subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement, as may be amended, restated or otherwise modified from time to time (the "Rights Agreement").

The following summary of the principal terms of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached hereto as Exhibit 4.3 and is hereby incorporated herein by reference.

Certificates. Initially, the Rights will not be exercisable, the Rights will be attached to shares of the Common Stock underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock, or, in the case of certificated shares, all Common Stock certificates representing shares then outstanding, and no separate rights certificates (the "Rights Certificates") will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a distribution date (the "Distribution Date") will occur upon the earlier of
(i) ten (10) calendar days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of twenty percent (20%) or more of the outstanding shares of the Company's Common Stock (the "Stock Acquisition Date"), or (ii) ten (10) business days following the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group beneficially owning twenty percent (20%) or more of the outstanding shares of the Common Stock. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), (i) the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock or, in the case of certificated shares, the Common Stock certificates, and will be transferred with and only with such shares or, in the case of certificated shares, the Common Stock certificates, (ii) confirmation and account statements sent to holders of shares of the Common Stock in book-entry form or, in the case of certificated shares, new Common Stock certificates issued after the Record Date, will contain a notation incorporating the Rights Agreement by reference, and (iii) the transfer of any shares of the Common Stock or, in the case of certificated shares, certificates for the Common Stock, outstanding will also constitute the transfer of the Rights associated with such shares of the Common Stock, or in the case of certificated shares, the Common Stock represented by such certificates.

Expiration and Exercise. The Rights are not exercisable until the occurrence of a Distribution Date and, if no Distribution Date occurs, will expire on the close of business on (i) January 9, 2012, if the Rights Agreement is approved on or before January 9, 2010 by the affirmative vote of the holders of a majority of the shares of the Common Stock, present or represented by proxy and entitled to vote on that matter, at a meeting of the stockholders held in accordance with applicable law, or (ii) January 9, 2010, if the Rights Agreement is not so approved by the stockholders on or before that date, in each case, unless the Rights are previously redeemed, exchanged or terminated (including by stockholder action in connection with a "Qualified Offer" as defined in the Rights Agreement) as described below.

As soon as practicable after the occurrence of a Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of the Common Stock issued prior to the Distribution Date will be issued with Rights.

"Flip-In." In the event that a person or group becomes an Acquiring Person, each Right will thereafter be exercisable, at the exercise price of the Right, into shares of the Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two

See the disclosure set forth under Item 1.01 above, which is incorporated by reference into this Item 3.03.

In connection with its adoption of the Rights Agreement, on January 14, 2009, the Company filed a Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware. See the disclosure set forth under Item 1.01 for a more complete description of the rights and preferences of the Series A Junior Participating Preferred Stock. A copy of the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock is attached as Exhibit 3.2.3 to this Current Report on Form 8-K and incorporated herein by reference.

On January 13, 2009, the Company issued a press release announcing the adoption of the Stockholder Rights Plan and the declaration of the Rights dividend. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B. 2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

(d) Exhibits.

Exhibit No.                                 Description

  3.2.3*         Certificate of Designation, Preferences and Rights of the Series A
                 Junior Participating Preferred Stock, as filed with the Delaware
                 Secretary of State on January 14, 2009.

   4.3*          Rights Agreement, dated as of January 14, 2009, between Collectors
                 Universe, Inc. and StockTrans, Inc., as Rights Agent, which
                 includes as Exhibit A thereto a form of Certificate of
                 Designation, Preferences and Rights of the Series A Junior
                 Participating Preferred Stock, as Exhibit B thereto the Form of
                 Rights Certificate and as Exhibit C thereto a Summary of Rights to
                 Purchase Preferred Stock.

   99.1          Press Release, dated January 13, 2009, announcing the adoption of
                 the Stockholder Rights Plan and the declaration of the Rights
                 dividend.

* Incorporated by reference from the same numbered Exhibit to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 2009 to register, under Section 12(b) of the Securities Exchange Act of 1934, as amended, the Series A Junior Participating Preferred Stock Purchase Rights issuable pursuant to the Stockholder Rights Plan.