Filed Pursuant to Rule 424(b)(3)
Registration No. 333-180214
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED AUGUST 1, 2012
Up to 19,713,523 Shares of Common Stock
Issuance Upon Exercise of the Subscription
Rights
This prospectus supplement supplements the
prospectus dated August 1, 2012, relating to an aggregate of 19,713,523 shares of common stock, par value $0.01 per share, of Spectrum
Group International, Inc. that may be issued upon the exercise of transferable subscription rights issued by Spectrum to the holders
of its common stock as of the record date of July 31, 2012.
This prospectus supplement should be read
in conjunction with the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except
in connection with, the prospectus, including any amendments or supplements thereto.
The proceeds of this rights offering
are intended to fund in part the purchase from Afinsa Bienes Tangibles S.A. En Liquidacion and its subsidiary
Auctentia, S.L. of shares of our common stock and shares of our majority owned subsidiary Spectrum PMI, Inc. that they hold.
This prospectus supplement provides information on certain changes to our agreement with Afinsa and Auctentia, as well as
certain other developments.
An investment in our common stock involved
risks. See “Risk Factors” beginning on page 13 of the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is
September 18, 2012
BACKGROUND AND PURPOSE OF THE RIGHTS
OFFERING
Amendment to Securities Purchase Agreement
As disclosed in the
prospectus, on March 6, 2012 we entered into a securities purchase agreement, effective as of March 5, 2012, with Afinsa and Auctentia,
pursuant to which we agreed to purchase all shares of our common stock currently held by Afinsa and Auctentia, and all shares of
common stock of Spectrum PMI held by Auctentia, for an aggregate purchase price of $58.25 million. The securities purchase agreement
was amended on July 4, 2012 to provide for, among other things, the extension of certain dates and the addition of five percent
simple interest, accruing from July 15, 2012, on the purchase price and any termination fee payable under the securities purchase
agreement.
On September 14, 2012, the securities purchase
agreement has been amended to extend the outside date, after which the agreement may be terminated by the parties if certain conditions
to closing have not been satisfied, from September 15, 2012 to September 25, 2012.
On September 17, 2012, the securities purchase
agreement was further amended to reduce the number of shares of our common stock to be purchased from Afinsa and Auctentia to a
number that would leave Afinsa and Auctentia collectively owning 9.9% of the issued and outstanding shares of our common stock
outstanding immediately following consummation of the purchase transaction. The purchase price will be reduced by $2.50 for each
share of our common stock retained by Afinsa and Auctentia. It is anticipated that this will result in a reduction in the purchase
price of between $7 million and $9 million, although the actual number of shares to be retained by Afinsa and Auctentia and the
reduction in the purchase price will depend on the number of shares sold in the rights offering and the proposed private placement.
Under the terms of the amendment, Antonio Arenas, a representative of Afinsa on the Company’s Board of Directors, will step
down from his position as executive chairman effective upon the closing of the transaction, but will continue to serve as a director
for so long as Afinsa and Auctentia beneficially own 5% or more of the Company’s common stock in the aggregate. George Lumby,
Afinsa’s other representative on the Board, will step down upon closing of the transaction, as originally provided in the
securities purchase agreement. The Company has also agreed to use its reasonable commercial efforts to assist Afinsa and Auctentia
following the closing to sell the shares of common stock retained by them in an orderly manner that will be non-disruptive to the
public market for the common stock and that is intended to facilitate the sale of the retained shares at prices acceptable to Afinsa
and Auctentia.
Potential Private Placement
The Company continues to negotiate with
potential investors, with whom the Company or its management have pre-existing relationships, regarding a private placement of
shares. The consummation of private placement would be conditioned on the consummation of the rights offering, and the proceeds
of the private placement would be used to fund the purchase price under the securities purchase agreement, as disclosed in the
prospectus. We now anticipate that the terms of the private placement will be finalized only after the expiration date. In all
events, the subscription price per share will be at least equal to the price in the rights offering. We also anticipate that the
private placement and any accompanying registration rights will be on terms customary for placements of this nature.
Sale of Stamp Operations
The Company also announced today that it
has completed the sale of its stamp operations to a group led by the Europe-based managers of the division. Included in the sale
are auction houses H.R. Harmer Global Philatelic Network; Corinphila Auktionen of Zurich, Switzerland; Heinrich Köhler Auktionshaus
and Heinrich Koehler Briefmarkenhandel of Wiesbaden, Germany; Corinphila Veilingen of Amstelveen, Netherlands; and John Bull Stamp
Auctions of Hong Kong. The purchase price was $7.75 million, payable in cash. The Company anticipates that the proceeds of the
sale will be used to fund, in part, the purchase price under the securities purchase agreement with Afinsa and Auctentia.
USE OF PROCEEDS
The Company does not currently anticipate
that the rights offering will be fully subscribed, so that all the proceeds of the rights offering, along with other funds anticipated
to be available to the Company, are expected to be used to fund the purchase price under the securities purchase agreement with
Afinsa and Auctentia, notwithstanding the reduction in the purchase price discussed above. However, should the Company receive
funds in the rights offering in excess of the amount needed to fund the purchase price, the excess will be used for general corporate
purposes.
THE RIGHTS OFFERING
Extension of Expiration Date
We have extended the
expiration date for the exercise of transferable subscription rights to 5:00 p.m. New York City time on Thursday, September 20,
2012.
During the extended
subscription period for the rights offering, each holder of transferrable subscription rights may exercise those rights that have
not already been exercised. Other than the extension of the expiration date of the rights offering, all of the offering terms described
in the prospectus dated August 1, 2012 remain the same and apply during the extended subscription period of the rights offering.
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