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: June 13, 2008
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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001-12629
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36-4128138
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
Number
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120
Broadway, 27
th
Floor,
New York, NY 10271
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 417-8000
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In
connection with the Company’s special meeting of stockholders on June 12, 2008,
the Company’s stockholders acted upon an amendment to the Company’s Certificate
of Incorporation to provide that the authorized common stock, par value $.02,
be
increased by twenty million (20,000,000) shares so that the total number of
authorized common stock of the Company shall be fifty million (50,000,000)
shares. The amendment to the Company’s Certificate of Incorporation
was approved, with 9,665,649 votes in favor (representing 83.13% of the total
outstanding shares authorized to vote as of the record date of May 2, 2008),
47,645 against and 15,562 abstaining. Accordingly, on June 13, 2008,
the Amendment to the Certificate of Incorporation was filed with the Delaware
Secretary of State.
Item
7.01.
Regulation
FD Disclosure
On
June
17,
2008,
the Company and vFinance, Inc. issued a joint press release announcing that
at a
special meeting of stockholders held on June 13, 2008, the stockholders of
vFinance, Inc. approved the merger of vFin Acquisition Corp., a wholly-owned
subsidiary of the Company, with and into vFinance, Inc. The closing of the
merger is anticipated to be effective as of July 1, 2008. A copy of the press
release is filed as an exhibit herewith.
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3.8
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Certificate
of Amendment to the Certificate of
Incorporation.
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99.1
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Press
Release dated July 17, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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NATIONAL
HOLDINGS CORPORATION
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By:
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/S/
MARK GOLDWASSER
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Mark
Goldwasser
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President
and Chief Executive Officer
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CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE OF INCORPORATION
OF
NATIONAL
HOLDINGS CORPORATION
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, National
Holdings Corporation, a corporation organized under and existing by virtue
of
the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY
CERTIFY:
1.
The
name
of the corporation is National Holdings Corporation (the
“Corporation”).
2.
The
original name of the Corporation was Olympic Cascade Financial Corporation
and
the date of filing the original Certificate of Incorporation of this Corporation
with the Secretary of State of the State of Delaware was September 27, 1996.
3.
The
first
sentence of the Fourth paragraph of the Certificate of Incorporation is hereby
amended to read as follows:
“The
total number of shares of all classes of stock which the corporation has
authority to issue is Fifty Million Two Hundred Thousand (50,200,000) shares,
consisting of two classes: Fifty Million (50,000,000) shares of Common Stock,
$0.02 par value per share (the “Common Stock”), and Two Hundred Thousand
(200,000) shares of Preferred Stock, $0.01 par value per share (the “Preferred
Stock”).”
4.
The
foregoing amendment was effected pursuant to a resolution of the Board of
Directors of said corporation.
5.
Thereafter,
pursuant to a resolution by the Board of Directors, this Certificate of
Amendment was submitted to the stockholders of the Corporation for their
approval in accordance with the provisions of Section 242 of the DGCL.
Accordingly, said proposed amendment has been adopted in accordance with Section
242 of the DGCL.
Dated:
June 12, 2008
By:
/S/
MARK
GOLDWASSER
Mark
Goldwasser
President
and Chief Executive Officer
FOR
IMMEDIATE RELEASE
NATIONAL
HOLDINGS CORPORATION AND vFINANCE, INC.
ANNOUNCE
STOCKHOLDER APPROVALS
New
York, New York and Boca Raton, Florida - June 17, 2008 -
National
Holdings Corporation (OTCBB: NHLD.OB) (“National”) and vFinance, Inc. (OTCBB:
VFIN.OB) (“vFinance”), full service investment banking companies, today
announced that vFinance has received approval from its stockholders for the
pending merger between the two companies at a special meeting held on June
13,
2008. In addition, on June 12, 2008, National’s stockholders approved an
amendment to National’s
charter
increasing its authorized shares of common stock to 50 million shares.
The
approval of vFinance’s stockholders was a condition to close the previously
announced merger.
The
closing of the merger is subject to complying with the terms of the merger
agreement and other usual and customary closing conditions. The parties
anticipate
that the merger will become effective as of July 1, 2008.
However,
n
o
assurance can be given that the merger will be consummated
.
“Our
stockholders strongly support this strategic combination of National and
vFinance, which will contribute to the financial strength of the merged
companies”, said Leonard Sokolow, Chairman and CEO of vFinance. “We are excited
about the potential for future growth with National as a strategic partner
and
solidifying our role as a middle market financial services firm.”
“We
are
pleased that vFinance’s stockholders voted for an alliance with National and
that National’s stockholders voted to amend its charter in order to proceed with
our merger”, said Mark Goldwasser, Chairman and CEO of National. “The
consolidated company will be financially stronger with a clear vision and
positioned for a successful future in today’s increasingly competitive and
ever-changing financial markets.”
In
conjunction with the merger, National will issue shares of common stock in
National for all outstanding vFinance common shares (other than shares held
by
National or vFinance or any stockholder of vFinance who properly exercise
dissenters’ rights under Delaware law). For each share of vFinance stock owned,
the vFinance stockholders will receive 0.14 shares in National representing
in
the aggregate approximately 40% of National.
About
National Holdings Corporation
National
Holdings Corporation is a holding company that operates through its wholly
owned
subsidiaries, National Securities Corporation, National Asset Management, Inc.
and National Insurance Corporation. National Securities conducts a full service
national brokerage and investment banking business
and is
registered with the SEC, and a member of FINRA and SIPC
.
National Asset Management is a federally-registered investment advisor. National
Insurance provides a full array of fixed insurance products to its clients.
For
more
information about National Holdings Corporation, please visit its website at
www.nationalsecurities.com.
About
vFinance, Inc.
vFinance,
Inc. is a financial services company that specializes in high growth
opportunities. vFinance’s three principal lines of business are offering full
service retail brokerage; providing investment banking, merger, acquisition
and
advisory services to micro, small and mid-cap high growth companies; and trading
securities, including making markets in over 3,500 micro and small-cap stocks
and providing liquidity in the United States Treasury marketplace. In
addition to vFinance’s core business, it offers information services on its
website. vFinance Investments, Inc. ("vFinance Investments") and EquityStation,
Inc. ("EquityStation"), both subsidiaries of vFinance, are broker-dealers
registered with the SEC, members of FINRA and SIPC. vFinance Investments is
also
a member of the NFA. For more information about vFinance, Inc., please visit
its
website at www.vfinance.com.
Safe
Harbor Statements
This
release contains forward-looking statements within the meaning of the federal
securities laws. The forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such
statements involve certain risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements.
Such
forward-looking include statements regarding the ability of vFinance and
National to complete the transaction contemplated by the merger agreement,
including the parties’ ability to satisfy the conditions set forth in the merger
agreement and the possibility of any termination of the merger agreement.
Information on significant potential risks and uncertainties that may also
cause
differences includes, but is not limited to, those mentioned by vFinance and
National from time to time in its filings with the SEC. The words “may,” “will,”
“believe,” “estimate,” “expect,” “plan,” “intend,” “project,” “anticipate,”
“could,” “would,” “should,” “seek,” “continue,” “pursue” and similar expressions
and variations thereof identify certain of such forward-looking statements,
which speak only as of the dates on which they were made. vFinance and National
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and,
therefore, readers should not place undue reliance on these forward-looking
statements.
The
following factors, among others, could cause actual results to differ from
those
set forth in the forward-looking statements: the possibility that the closing
of
the transaction is delayed and the potential adverse effect of such delay on
each of National’s and vFinance’s business; the risk that the businesses will
not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer
to
realize than expected; disruption from the transaction making it more difficult
to maintain relationships with clients and employees; fluctuations in the
capital markets which may impact on each of National’s and vFinance’s business;
the risk that certain key employees may choose to leave National or vFinance
in
connection with the transaction. Additional factors that could cause National's
and vFinance's results to differ materially from those described in the
forward-looking statements can be found in the 2007 Annual Report on Form 10-K
of National and 2007 Annual Report on Form 10-K of vFinance filed with the
SEC
and available at the SEC's website (www.sec.gov).
CONTACTS:
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For
vFinance:
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For
National:
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Leonard
J. Sokolow
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Mark
Goldwasser
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Chairman
and CEO
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Chairman
and CEO
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vFinance,
Inc.
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National
Holdings Corporation
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Tel:
561-981-1005
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Tel:
212-417-8210
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