nhc_8k-030109.htm
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 24, 2009
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:
[
] 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
February 22, 2007, National Holdings Corporation (the “Company,” “we” or “us”)
completed a private placement of securities (the “Offering”) whereby we sold to
certain investors, in part, 10% promissory notes (each a “Note” and
collectively, the “Notes”) in the aggregate principal amount of $1,000,000 and
warrants to purchase an aggregate 250,000 shares of the Company’s common
stock. The Notes were due and payable on February 22, 2009, subject
to five business day grace period. We have entered into forbearance
agreements with each of the investors in the Offering.
On
February 24, 2009, the Company entered into a forbearance agreement with St.
Cloud Capital Partners, L.P. (“St. Cloud”), which provides that St. Cloud shall
not exercise any of its rights under its Note so long as the principal amount of
$250,000 is paid as follows: (i) Twenty Five Thousand ($25,000) Dollars to be
paid on February 24, 2009 (which payment was made by the Company on such date);
(ii) One Hundred Thousand ($100,000) Dollars to be paid on March 2, 2009; and
(iii) One Hundred Twenty Five Thousand ($125,000) Dollars to be paid on March
12, 2009.
On
February 25, 2009, the Company entered into a forbearance agreement with Bedford
Oak Partners, L.P. (“Bedford Oak”), whereby Bedford Oak agreed to forbear the
exercise of its rights under its Note until May 1, 2009 in consideration for
having the exercise price of its warrant to purchase 62,500 shares of the
Company’s common stock, which it received in the Offering, reduced from $1.40 to
$0.75 per share.
On
February 25, 2009, the Company entered into a forbearance agreement with
Christopher C. Dewey (“Dewey”), whereby Dewey agreed to forbear the exercise of
his rights under his Note until May 1, 2009 in consideration for having the
exercise price of his warrant to purchase 125,000 shares of the Company’s common
stock, which he received in the Offering, reduced from $1.40 to $1.00 per
share.
Christopher
C. Dewey, Marshall S. Geller, the Co-Founder and Senior Managing Partner of St.
Cloud, and Robert Lautz, a Managing Director of St. Cloud, are each members of
the Company’s board of directors.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
(c) Exhibits.
Exhibit
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10.23
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Forbearance
Agreement, dated as of February 24, 2009, by and between National
Holdings Corporation and St. Cloud Capital Partners,
L.P.
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10.24
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Forbearance
Agreement, dated as of February 25, 2009, by and between
National Holdings Corporation and Bedford Oak Partners,
L.P.
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10.25
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Forbearance
Agreement, dated as of February 25, 2009, by and
between National Holdings Corporation and Christopher C.
Dewey.
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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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Chief
Executive Officer
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