NATIONAL HOLDINGS CORP (Form: 8-K, Received: 06/30/2016 16:23:43)

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): June 24, 2016

National Holdings Corporation

(Exact name of registrant as specified in its charter)



Delaware	001-12629	36-4128138
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



410 Park Avenue, 14 ^th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 417-8000

Not Applicable

(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 240.13a-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2016, Mark Goldwasser provided National Holdings Corporation (the “Company”) with notice of his decision not to extend the term of his Employment Agreement, dated as of July 1, 2008, as amended (the “Goldwasser Agreement”). The Goldwasser Agreement will terminate pursuant to its terms on June 30, 2016.

On June 29, 2016, the Company and Robert B. Fagenson entered into a sixth amendment (the “Fagenson Amendment”) to his Co-Executive Chairman Compensation Plan, dated June 7, 2013, as amended (the “Fagenson Agreement”), pursuant to which, among other things, the term of the Fagenson Agreement will end on September 30, 2016, following which the term of the Fagenson Agreement may be extended for successive 30 day periods on the terms set forth therein. The foregoing summary of the Fagenson Amendment is qualified in its entirety by reference to the full text of the Fagenson Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Fagenson will continue to serve as Executive Chairman and Chief Executive Officer of the Company and will replace Mr. Goldwasser as President of the Company on an interim basis. In addition, Mr. Fagenson will serve as interim President and Chief Executive Officer of National Securities Corporation, a wholly-owned subsidiary of the Company.

On June 29, 2016, the Company issued a press release in connection with the above, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.



	(d)	Exhibits:

	10.1	Sixth Amendment to Co-Executive Chairman Compensation Plan, dated as of June 29, 2016, between National Holdings Corporation and Robert B. Fagenson.

	99.1	Press release issued by the Company on June 29, 2016.

SIGNATURE

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



	National Holdings Corporation

Date: June 29, 2016	By:	/s/ Robert B. Fagenson
		Name: Robert B. Fagenson Title: Chairman and Chief Executive Officer

EXHIBIT INDEX



Exhibit No.		Description

10.1		Sixth Amendment to Co-Executive Chairman Compensation Plan, dated as of June 29, 2016, between National Holdings Corporation and Robert B. Fagenson.

99.1		Press release issued by the Company on June 29, 2016.

Sixth Amendment to the Co-Executive Chairman Compensation Plan

This Sixth Amendment (this “ Amendment ”) to the Co-Executive Chairman Compensation Plan between National Holdings Corporation, a Delaware corporation (the “ Company ”), and Robert B. Fagenson (the “ Executive ”), dated June 20, 2013, including the Annexes thereto, and as amended on June 6, 2014, October 31, 2014, October 1, 2015, December 29, 2015, and on March 21, 2016 (the “ Agreement ”), is entered into and effective on the 29th day of June, 2016.

WHEREAS , the parties desire to amend the Agreement to extend the Term of the Agreement. Terms not otherwise defined herein shall have the meaning set forth in the Agreement.

NOW , THEREFORE , for and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. The Term of the Agreement shall end on September 30, 2016.

2. The Term of the Agreement shall be extended for successive 30 day periods (“ Additional Period ”) after September 30, 2016, unless one of the parties to the Agreement, at least five days prior to the end of the then current Additional Period, advises the other party that he or it, as the case may be, no longer wishes to extend the Term of the Agreement.

3. Except as specifically amended hereby, the Agreement shall remain in full force and effect.

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below.



	NATIONAL HOLDINGS CORPORATION /s/ Glenn C. Worman By: Glenn C. Worman Its: Chief Operating Officer Date: June 29, 2016 EXECUTIVE /s/ Robert Fagenson By: Robert B. Fagenson Date: June 29, 2016

National Holdings Corporation Announces Departure of Mark Goldwasser

NEW YORK, June 29, 2016 - National Holdings Corporation (NASDAQ: NHLD) ("National Holdings" or the "Company"), a full-service investment banking and asset management firm, today announced that Mark Goldwasser, President of National Holdings Corporation, has informed the Board that he does not intend to the accept the extension of his contract on its present terms that he was offered by the Board and consequently will be leaving the Company as of June 30, 2016.

Mr. Goldwasser joined National Holdings in June 2000 and has served in various senior management roles at the Company and its subsidiaries since that time.

“Goldie has been a valuable member of the Company’s leadership over the course of his tenure here and we certainly wish him well in his future endeavors,” said Robert Fagenson, Executive Chairman and Chief Executive Officer of National Holdings Corporation. “Various members of our team, together with myself, will be assuming Goldie’s titles and responsibilities on an interim basis while we make well considered decisions on which members of our deep management bench will fill these roles going forward for the longer term.”

“After careful thought and consideration, I have concluded that it is time for me to leave National after 14 years, so Thursday, June 30, 2016 will be my last day at the company,” said Mr. Goldwasser. “National has grown incredibly over the past 14 years and I feel good about having played a role in that success. I wish Fortress and their team the best and hope that National goes from strength to strength. I will be available to assist in the transition. Above all, I want to thank the countless people that worked with me all these years and all the friends I have made at the company.”

About National Holdings Corporation

National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, financial planning, market making, tax preparation, insurance and annuities, to corporations, institutional investors and high net-worth clients. With over 1,100 independent advisors, registered reps, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National operates through five subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation, National Asset Management, Inc. and Gilman Ciocia, Inc. The Company’s National Securities subsidiary was founded in 1947. National was organized in 1999 and is headquartered in New York and Florida. For more information, visit www.nhldcorp.com .

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are based on management’s current expectations, estimates, projections, beliefs and assumptions about the Company, its current and prospective portfolio investments, and its industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control, difficult to predict and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Actual developments and results are likely to vary materially from these estimates and projections as a result of a number of factors, including those described from time to time in National’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and National undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.