UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 25, 2004
OLYMPIC CASCADE FINANCIAL CORPORATION
(Exact name of registrant as specified in its chapter)
Delaware 001-12629 36-4128138
(State or other jurisdiction (Commission (IRS Employer
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of incorporation) File Number) Identification No.)
875 North Michigan Avenue, Suite 1560, Chicago, IL
60611 (Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (312) 751-8833
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
Gary A. Rosenberg, a director of Olympic Cascade Financial Corporation
(the "Company"), has filed for personal bankruptcy under Chapter 7 in the U.S.
Bankruptcy Court for the Northern District of Illinois. Mr. Rosenberg is listed
as a nominee for director in the Company's 2004 Proxy Statement, filed on
January 28, 2004.
Item 6. Resignation of Registrant's Directors.
On February 25, 2004, Martin S. Sands resigned as a director and
Co-Chairman of the Board of Directors of the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
These exhibits are furnished pursuant to Item 9 hereof.
Exhibit No. Exhibit
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10.36 Form of Securities Purchase Agreement
10.37 Form of Note
10.38 Form of Warrant
10.39 Form of Registration Rights Agreement
Item 9. Regulation FD Disclosure.
The Company has consummated certain private offerings of its securities
raising gross proceeds of $1,050,000. Pursuant to the offerings, the Company has
issued to certain investors an aggregate of $1,050,000 of three-year promissory
notes (the "Notes") and three-year warrants (the "Warrants") to purchase an
aggregate of 220,000 shares of the Company's common stock. In addition, the
Company afforded the investors certain registration rights as set forth in that
certain Registration Rights Agreement. The foregoing description of each of the
offerings in this Form 8-K is a brief summary of the provisions thereof but does
not purport to be complete. This summary is qualified in its entirety by
reference to the Form of Securities Purchase Agreement, Form of Note, Form of
Warrant and Form of Registration Rights Agreement, copies of each of which are
attached hereto as exhibits and incorporated herein by reference. The
information contained in this Current Report on Form 8-K, including the exhibits
hereto, is not a solicitation of tenders of existing securities nor an offer to
sell or a solicitation of an offer to purchase any of the securities to be
offered. The securities to be offered will not be registered under the
Securities Act of 1933, as amended, or applicable state securities laws and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
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In February 2004, the Company agreed to pay $250,000 to fully repay the
outstanding balance on a promissory note issued to its clearing firm. As a
result of the repayment of this note, the Company will realize a gain on
extinguishment of debt of approximately $750,000. Additionally, National
Securities Corporation, the Company's wholly owned subsidiary ("National"), and
the clearing firm mutually agreed to terminate their clearing relationship by
June 30, 2004. National is actively engaged in discussions with several other
clearing firms regarding the establishment of a new clearing relationship.
Effective February 17, 2004, shares of the Company's common stock are only
listed for trading on The American Stock Exchange, and are no longer listed for
trading on The Chicago Stock Exchange.
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 hereunto duly authorized.
Olympic Cascade Financial Corporation
February 27, 2004 By: /s/ Mark Goldwasser
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Mark Goldwasser
President and Chief Executive Officer
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