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: February 22, 2007
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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001-12629
(Commission
File Number)
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36-4128138
(I.R.S.
Employer
Identification
No.)
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120
Broadway, 27th
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:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant
to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On
February 22, 2007, National Holdings Corporation (the “Company,” “we” or “us”)
completed a private placement of securities pursuant to the terms of a
Securities Purchase Agreement (the “Purchase Agreement”), dated February 22,
2007, by and among the Company and the investors named therein (the
“Investors”).
In
connection with the private placement, we sold to the Investors 10%
promissory notes (the “Notes”) in the aggregate principal amount of $1,000,000
and
warrants
(the “Warrants”) to purchase an aggregate of 250,000 shares of our common stock,
par value $0.02 per share (the “Common Stock”). The securities were sold for a
gross purchase price of $1.0 million. The Company and the Investors also entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) in
connection with the private placement. The Investors include Christopher C.
Dewey and St. Cloud Capital Partners, L.P., a Los Angeles, California based
private mezzanine investment fund formed in December 2001 that invests in debt
and equity securities of lower middle market companies (“St. Cloud”). Mr. Dewey
and Marshall S. Geller, the Co-Founder and Senior Managing Partner of St. Cloud,
are each members of the Company’s board of directors. The Company paid a $10,000
closing fee in connection with this transaction, of which $5,000 was paid to
St.
Cloud.
Notes
The
aggregate principal amount of Notes issued in the private placement was
$1,000,000.
The
Notes
bear interest at 10% per annum payable quarterly in arrears, mature two years
from the date of issuance, are unsecured and are not convertible into any other
securities of the Company. Each
of
the Notes may be prepaid, at the option of the Company, in whole or in part,
at
any time without penalty.
Warrants
In
connection with the private placement, the Company issued Warrants to purchase
a
total of 250,000 shares of Common Stock. Each Warrant has an exercise price
of
$1.40 per share and expires five years from the date of issuance. The
number of shares of Common Stock subject to each Warrant is subject to
adjustment in the event of stock splits, dividends, distributions and similar
adjustments to our capital stock.
Registration
Rights Agreement
We
entered into a Registration Rights Agreement with the Investors in connection
with the private placement. Pursuant to the terms of the Registration Rights
Agreement, the Investors have been granted certain piggy-back and demand
registration rights.
The
description of the Purchase Agreement, the Registration Rights Agreement, and
the terms of the Notes and Warrants issued in the private placement, contained
in this Item 1.01 is a summary and is qualified in its entirety by
reference to the copies of the Purchase Agreement and Registration Rights
Agreement and forms of Note and Warrant attached hereto as exhibits, each
of which is incorporated herein by reference. A copy of the press release that
we issued regarding the completion of the private placement is attached hereto
as Exhibit 99.1, and is also incorporated herein by reference.
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Item 2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
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Item 3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
The
issuance and sale of the securities 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 Investors as required by Regulation D, and all of the Investors have
provided certain representations to us evidencing that they are “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.
On
February 23, 2007, the Company issued a press release announcing the closing
of
the private placement described in Item 1.01. A copy of the Company’s press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 9.01
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Financial
Statements and
Exhibits.
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(c)
Exhibits.
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Exhibit
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4.4
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Form
of Warrant.
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4.5
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Form
of 10% Promissory Note.
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10.52
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Securities
Purchase Agreement, dated as of February 22, 2007 by and among National
Holdings Corporation and the investors set forth
therein.
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10.53
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Registration
Rights Agreement, dated as of February 22, 2007 by and among National
Holdings Corporation and the investors set forth
therein.
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99.1
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Press Release
dated
February 23, 2007. |
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: |
/s/ MARK
GOLDWASSER |
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Mark
Goldwasser
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President
and Chief Executive Officer
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