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: March 15, 2006
(Date of Earliest Event Reported)
NATIONAL HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 001-12629 36-4128138
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
875 NORTH MICHIGAN AVENUE, SUITE 1560, CHICAGO, IL 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 751-8833
OLYMPIC CASCADE FINANCIAL CORPORATION
(Former name, 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 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 15, 2006, National Holdings Corporation f/k/a Olympic Cascade
Financial Corporation (the "Company") entered into a three-year employment
agreement (the "Agreement") with Mark Goldwasser to serve as our Chief Executive
Officer. The term of the Agreement extends automatically for an additional year
at the end of the initial term and each anniversary thereafter unless 90-day
prior notice of termination is provided by either Mr. Goldwasser or us. The
Agreement provides for a minimum annual salary of $350,000, an annual bonus at
the discretion of the Compensation Committee of the Board of Directors and a car
and parking allowance equal to $1,600 per month. Additionally, in the event
there is a change of control (as defined in the agreement) and Mr. Goldwasser's
employment is terminated by the Company, Mr. Goldwasser will receive a severance
benefit equal to two times his prior year's annual base salary and bonus.
Moreover, if we terminate the Agreement during the employment term for any
reason other than for cause, death, disability or change of control, we will pay
Mr. Goldwasser a severance benefit equal to two times his prior year's annual
base salary and bonus. The Agreement also contains non-compete and
non-solicitation provisions commencing upon the termination of his employment
and ending one year thereafter.
The description of the Agreement contained in this Item 1.01 is a summary
and is qualified in its entirety by reference to the Agreement. The Company
intends to file a copy of the Agreement as an exhibit to its Form 10-Q to be
filed with the Securities and Exchange Commission for the period ending March
31, 2006.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 17, 2006, the Company consummated a private placement of an
aggregate of 159,090 shares of our common stock, $.02 par value (the "Common
Stock"), at a price of $1.10 per share, pursuant to the terms of a Securities
Purchase Agreement (the "Purchase Agreement"), dated March 17, 2006, between the
Company and a single institutional investor (the "Investor").
The issuance and sale of the Common Stock in the private placement is
exempt from registration under the Securities Act of 1933 pursuant to Regulation
D and Rule 506 promulgated thereunder. We have furnished certain information to
the Investor as required by Regulation D, and the Investor has provided certain
representations to us evidencing that it is an "accredited investors" as defined
in Regulation D. We have not engaged in general solicitation or advertising with
regard to the private placement and have not offered securities to the public in
connection with the private placement.
The description of the Purchase Agreement contained in this Item 3.02 is a
summary and is qualified in its entirety by reference to the Purchase Agreement.
The Company intends to file a copy of the Purchase Agreement as an exhibit to
its Form 10-Q to be filed with the Securities and Exchange Commission for the
period ending March 31, 2006.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information set forth in Item 5.03 hereof is incorporated herein by
reference.
ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS
Effective March 15, 2006, the Company appointed David McCoy, as Chief
Operating Officer of the Company, and Brian Friedman, as Executive Vice
President and Assistant Secretary of the Company. These appointments were
approved by the Board of Directors of the Company.
Mr. McCoy is presently the Chief Operating Officer and National Sales
Manager of National Securities Corporation, the Company's wholly owned
subsidiary ("National Securities"). Mr. McCoy joined National Securities in
2005. From 2002 to 2005, Mr. McCoy was the Chief Operating Officer and National
Sales Manager of GunnAllen Financial. From 2000 to 2002, Mr. McCoy was Director
of Retail Sales of Montauk Financial Group. During the past 5 years, Mr. McCoy
was instrumental in developing and growing both firms, and implementing business
changes to improve the profitability and business of each. For the 15 years
prior to his joining the executive level at Montauk Financial, he worked as a
branch manager, registered representative, and regional manager.
Mr. Friedman is presently the Vice President of National Securities. Mr.
Friedman joined National Securities in 1997 as a member of the Corporate Finance
Department. From 1997 until 2001, Mr. Friedman worked primarily in the areas of
corporate finance and business development. From 2001 until present, Mr.
Friedman was instrumental in implementing business changes to improve the
profitability and business of National Securities. Mr. Friedman continues to
serve as National Securities' Director of Corporate Finance. Prior to joining
National Securities, he worked as an associate at Liberty Hampshire, LLC, a
boutique investment bank. Mr. Friedman earned his JD/MBA in finance at Illinois
Institute of Technology's Chicago Kent College of Law and his BA in finance from
the University of Iowa.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On March 15, 2006, the Company filed an amendment to our Certificate of
Incorporation (the "Certificate of Incorporation Amendment"), changing our name
from "Olympic Cascade Financial Corporation" to "National Holdings Corporation,"
effective on March 15, 2006.
Also, on March 15, 2006, the Company filed an amendment to our
Certification of Designation of the Series A Preferred Stock (the "Certificate
of Designation Amendment"), decreasing the conversion price of the Company's
Series A Preferred Stock to $1.25 per share from $1.50 per share, effective on
March 15, 2006.
The Company intends to file copies of the Certificate of Incorporation
Amendment and the Certificate of Designation Amendment as exhibits to its Form
10-Q to be filed with the Securities and Exchange Commission for the period
ending March 31, 2006.
ITEM 8.01. OTHER EVENTS.
In connection with the Company's name change, effective at the open of
business on March 20, 2006, the trading symbol for our common stock on the
Over-the-Counter Bulletin Board will be changed from "OLYD" to "NHLD."
On March 17, 2006, the Company issued a press release announcing the
change of our name and our trading symbol. A copy of the Company's press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
99.1 Press Release dated March 17, 2006.
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.
NATIONAL HOLDINGS CORPORATION
By: /s/ Mark Goldwasser
------------------------------------
Mark Goldwasser
President and Chief Executive Officer
Dated: March 20, 2006