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, 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:
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 |
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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