SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 2 Collectors Universe, Inc. (NAME OF ISSUER) Common Stock, par value $.001 per share (TITLE OF CLASS OF SECURITIES) 19421R200 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 153 East 53rd Street, 55th Floor New York, New York 10022 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) April 26, 2004 (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 that 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. (Continued on following pages) (Page 1 of 5 pages) ------------------- ---------------- CUSIP No. 19421R200 13D/A Page 2 of 4 Pages ------------------- ----------------- ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 ---------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------- 4. SOURCES OF FUNDS OO ---------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ---------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 285,258 SHARES -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY -------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 285,258 REPORTING ------------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 285,258 ---------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] ---------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.7% ---------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO ---------------------------------------------------------------- (Page 2 of 5 pages) ------------------- CUSIP No. 19421R200 13D/A Page 3 of 4 Pages ------------------- AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2, dated May 6, 2004, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D/A as previously filed by the Reporting Persons with the Securities and Exchange Commission on March 12, 2004 (the "Schedule 13D"), relating to the common stock, $.001 par value (the "Common Stock") of Collectors Universe,Inc. a Delaware Corporation. Items 3 and 5 of the Schedule 13D are hereby amended and restated, as follows: ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of May 6, 2004, Hummingbird has caused each of HVF and Microcap Fund to invest approximately $588,092 and $503,717, respectively, in the Shares of the Issuer using their respective working capital. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the Shares owned by HVF and the Microcap Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 285,258 Shares representing approximately 4.7% of the outstanding shares of the Issuer (based upon 6,111,320 shares outstanding as of February 12, 2004, as reported on the latest Definitive Schedule 10-Q of the Issuer). Hummingbird disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. Mr. Sonkin is the managing member and control person of Hummingbird, and for purposes of Rule 13d-3 may be deemed the beneficial owner of such Shares deemed to be beneficially owned by Hummingbird. Thus, Mr. Sonkin may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 285,258 shares representing approximately 4.7% of the outstanding shares of the Issuer (based upon 6,111,320 shares outstanding as of February 12, 2004, as reported on the latest Definitive Schedule 10-Q of the Issuer). Hummingbird disclaims any economic interest or beneficial ownership of the Shares covered by this Statement. (Page 3 of 5 pages) ------------------- CUSIP No. 19421R200 13D/A Page 4 of 4 Pages ------------------- (c) Hummingbird caused the HVF to effect transactions in the Shares during the past 60 days as set forth below: AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 3/10/2004 open market sale 478 11.830 3/29/2004 open market sale 12,952 12.440 4/6/2004 open market sale 4,460 12.775 4/6/2004 open market sale 1,110 12.910 4/7/2004 open market sale 2,000 12.940 4/7/2004 open market sale 3,230 12.931 4/8/2004 open market sale 322 12.990 4/12/2004 open market sale 1,350 13.714 4/21/2004 open market sale 2,058 12.513 4/22/2004 open market sale 1,000 12.530 4/22/2004 open market sale 1,071 12.524 4/23/2004 open market sale 3,500 12.500 4/26/2004 open market sale 5,075 12.503 4/27/2004 open market sale 1,600 12.470 4/28/2004 open market sale 400 12.480 4/30/2004 open market sale 600 12.498 5/3/2004 open market sale 1,128 12.420 5/4/2004 open market sale 4,528 12.517 5/4/2004 open market sale 1,323 12.450 5/5/2004 open market sale 5,491 12.550 Hummingbird caused the Microcap Fund to effect transactions in the Shares during the past 60 days as set forth below: AMOUNT OF DATE TYPE SHARES PRICE/SHARE ---- ---- ------ ----------- 3/10/2004 open market sale 422 11.830 3/29/2004 open market sale 2,985 12.440 4/6/2004 open market sale 3,540 12.775 4/6/2004 open market sale 890 12.910 4/7/2004 open market sale 2,770 12.931 4/8/2004 open market sale 80 12.990 4/21/2004 open market sale 3,342 12.513 4/22/2004 open market sale 1,629 12.524 4/23/2004 open market sale 2,700 12.500 4/26/2004 open market sale 6,500 12.503 4/27/2004 open market sale 1,600 12.470 4/28/2004 open market sale 500 12.480 4/30/2004 open market sale 400 12.498 5/3/2004 open market sale 1,372 12.420 5/4/2004 open market sale 4,872 12.517 5/4/2004 open market sale 1,377 12.450 5/5/2004 open market sale 5,209 12.550 (d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Not applicable. SIGNATURE After reasonable 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. Dated: May 6, 2004 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member