NATIONAL HOLDINGS CORP (Form: 8-K, Received: 12/23/2014 06:05:00)

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): December 17, 2014

National Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-12629	36-4128138
(State or Other Jurisdiction		(Commission	(I.R.S. Employer
of Incorporation)		File Number)	Identification No.)


410 Park Avenue, 14th Floor, New York, NY			10271
(Address of Principal Executive Offices)			(Zip Code)

	(212) 417-8000
	(Registrant's Telephone Number, Including Area Code)

	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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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 By-laws; Change in Fiscal Year .

On December 17, 2014, the Board of Directors of National Holdings Corporation (the “Company”) approved amendments to Article V, Sections 1, 3 and 4 of the Company’s Amended and Restated By-laws (the “By-laws”) to permit the issuance and transfer of uncertificated shares of its stock. This amendment was adopted to allow the Company to participate in the Direct Registration System.

The Direct Registration System enables investors to establish, either through the Company’s transfer agent or through the investor’s broker-dealer, a book-entry position on the books of the Company and to electronically transfer their position through the Depository Trust Company. The system also enables investors to have securities registered in their name without having a physical certificate issued.

The description of the amendment to the By-laws contained herein is qualified in its entirety by the complete text of the amendment to the By-laws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

3.1

Amendment to National Holdings Corporation Amended and Restated By-laws.

SIGNATURE

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 hereunto duly authorized.

	National Holdings Corporation
	(Registrant)


Date: December 23, 2014	By:	/s/ Robert B. Fagenson
		Robert B. Fagenson
		Co-Executive Chairman

EXHIBIT INDEX

Exhibit No.		Description

3.1		Amendment to National Holdings Corporation Amended and Restated By-laws.

Exhibit 3.1

AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF NATIONAL HOLDINGS CORPORATION

The Amended and Restated By-laws of National Holdings Corporation (the “By-laws”) are hereby amended as follows:

Article V, Section 1 of the By-laws is deleted in its entirety and replaced with the following:

“Section 1. Stock Certificates; Uncertificated Shares. The shares of stock of the Corporation shall be represented by certificates, provided that the Board may provide, by resolution, that some or all classes or series of its stock may be uncertificated shares. Each holder of stock represented by certificates, and upon request, every holder of uncertificated shares, shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chief Executive Officer or the President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nonetheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.”

Article V, Section 3 of the By-laws is deleted in its entirety and replaced with the following:

“Section 3. Lost Certificates . The Board of Directors may direct (i) a new certificate or certificates or (ii) uncertificated shares in place of any certificate or certificates previously issued by the Corporation, in each case, in place or any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.”

Article V, Section 4 of the By-laws is deleted in its entirety and replaced with the following:

“Section 3. Transfers of Stock . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the to the person entitled thereto, cancel the old certificate and record the transaction upon its records.”

The remainder of the By-laws remain in full force and effect.