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: August 25, 2004
(Date of Earliest Event Reported)
OLYMPIC CASCADE FINANCIAL 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
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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On August 26, 2004, Olympic Cascade Financial Corporation (the "Company")
consummated a private placement of its units, at a price of $1.60 per unit,
consisting of two shares of the Company's common stock, $.02 par value (the
"Common Stock"), and a warrant (the "Warrant") to purchase one (1) share of
Common Stock. The Warrant included in each unit entitles the holder to purchase
one share of Common Stock at an exercise price of $1.50 per share. The Warrants
are exercisable at any time within three (3) years from their issuance. The
private placement raised gross proceeds of $879,500, which was used for working
capital purposes, and maintenance of net capital and other regulatory
requirements of National Securities Corporation, the Company's wholly-owned
subsidiary. In addition, the Company afforded the investors certain registration
rights. This summary is qualified in its entirety by reference to the 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 private
placement was made to investors meeting the accredited investor definition of
Rule 501 of the Securities Act of 1933, as amended (the "Securities Act"). The
sales were made in a private placement under Section 4(2) of the Act and/or Rule
506 of Regulation D under the Securities Act, pursuant to the terms of a
subscription agreement entered into by the Company and each of the investors.
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 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.
ITEM 8.01 OTHER EVENTS
As per the recommendation of a special committee of independent directors
of the Board of Directors of Olympic Cascade Financial Corporation (the
"Company"), on August 25, 2004, the Company has declined the unsolicited offer
received from L3D3 L.L.C. of Delray Beach, Florida ("L3D3") to acquire a newly
created class of voting preferred stock of the Company, pursuant to a letter
dated August 20, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT DESCRIPTION
NUMBER
10.40 Form of Warrant issued in August 2004.
10.41 Form of Registration Rights Agreement dated in August 2004.
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.
OLYMPIC CASCADE FINANCIAL CORPORATION
By: /s/ Mark Goldwasser
-----------------------------------------
Mark Goldwasser
President and Chief Executive Officer
Dated: August 27, 2004