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): October 1, 2015

 

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, 14 th 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On October 1, 2015, the Board of Directors of National Holdings Corporation (the “Company”) approved a third amendment (the “Fagenson Amendment”) to Robert B. Fagenson’s Co-Executive Chairman Compensation Plan, dated June 7, 2013, as amended (the “Fagenson Agreement”). Pursuant to the Fagenson Amendment, among other things, the term of the Fagenson Agreement will end on December 31, 2015, following which the term of the Fagenson Agreement may be extended for successive 30 day periods on the terms set forth therein. Mr. Fagenson’s base salary during the term of his Agreement shall be at the rate of $120,000 per year. 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.

 

On October 1, 2015, the Board of Directors of the Company approved an amendment (the “Goldwasser Amendment”) to Mark Goldwasser’s Employment Agreement, dated as of July 1, 2008, as amended (the “Goldwasser Agreement”). Pursuant to the Goldwasser Amendment, among other things, the term of the Goldwasser Agreement will end on March 31, 2015, following which the term of the Goldwasser Agreement may be extended for successive 30 day periods on the terms set forth therein. The Goldwasser Amendment does not alter any of the other material terms of the Goldwasser Agreement (including terms relating to the $400,000 severance). The foregoing summary of the Goldwasser Amendment is qualified in its entirety by reference to the full text of the Goldwasser Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

.

Item 9.01

Financial Statements and Exhibits.

   

(d) Exhibits:
     
 

10.1

Third Amendment to Co-Executive Chairman Compensation Plan, dated as of October 1, 2015, between National Holdings Corporation and Robert B. Fagenson.

     
  10.2 Amendment to Employment Agreement, dated as of October 1, 2015, between National Holdings Corporation and Mark Goldwasser.

 

 
 
 

 

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:     October 7, 2015 

By:

/s/  Robert B. Fagenson

 

 

 

Robert B. Fagenson

 

 

 

Chief Executive Officer

 

 

 
 
 

 

EXHIBIT INDEX    

 

Exhibit No.     Description                                   

 

10.1

Third Amendment to Co-Executive Chairman Compensation Plan, dated as of October 1, 2015, between National Holdings Corporation and Robert B. Fagenson.

   
10.2 Amendment to Employment Agreement, dated as of October 1, 2015, between National Holdings Corporation and Mark Goldwasser.

 

Exhibit 10.1

 

Third Amendment to the Co-Executive Chairman Compensation Plan

 

 

This Third 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 and October 31, 2014 (the “ Agreement ”), is entered into and effective on the 1 st day of October , 2015.

 

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 December 31, 2015.

 

2.     The Term of the Agreement shall be extended for successive 30 day periods (“ Additional Period ”) after December 31, 2015 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.     Executive’s Base Salary during the Term set forth herein shall be at the rate of $120,000 per year.

 

4.     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/     Mark Goldwasser

 

 

By: Mark Goldwasser 

 

 

Its: President

 

  Date: October 1, 2015  
     
  EXECUTIVE  
     
     
  /s/ Robert B. Fagenson  
  By: Robert B. Fagenson  
  Date: October 1, 2015  

 

Exhibit 10.2

 

Amendment to the Employment Agreement of Mark Goldwasser

 

This Amendment (this “ Amendment ”) to the Employment Agreement between National Holdings Corporation, a Delaware corporation (the “ Company ”) and Mark Goldwasser (the “ Executive ”), as dated as of July 1, 2008, as amended as of November 23, 2009, as modified on November 23, 2009 and amended on June 20, 2013 including the Annexes thereto, and as amended on the date hereof (the “ Agreement ”), is entered into and effective on the 1 st day of October, 2015.

 

WHEREAS , the parties desire to amend 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 March 31, 2016.

 

2.     The Term of the Agreement shall be extended for successive 30 day periods (“ Additional Period ”) after March 31, 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.     For the avoidance of doubt, this Amendment shall not entitle the Executive to claim any breach by the Company of any provisions of the Agreement, including without limitation, not extending or renewing the Agreement on substantially the same terms.

 

4.     If the Agreement terminates or ends or is not extended for any reason other than the termination by the Executive prior to March 31, 2016 without Good Reason, the Executive shall be entitled to a payment of $400,000 payable pro rata over a twelve month period beginning on the date the Agreement so terminates, ends or is not extended. Payments shall be made in accordance with the Company’s normal payroll practices.

 

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/ Robert B. Fagenson

 

 

By: Robert B. Fagenson

 

 

Its: Chief Executive Officer

 

  Date: October 1, 2015  
     
  EXECUTIVE  
     
     
  /s/ Mark Goldwasser  
  By: Mark Goldwasser  
  Date: October 1, 2015