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 10, 2005
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 10, 2005, Olympic Cascade Financial Corporation (the
"Company," "we" or "us") announced that it has entered into an Agreement and
Plan of Merger, dated as of February 10, 2005 (the "Merger Agreement") by and
among the Company, FMFC Acquisition Corporation, a wholly owned subsidiary of
the Company ("Merger Sub"), and First Montauk Financial Corp. ("First Montauk").
Under the terms of the Merger Agreement, Merger Sub will merge with and
into First Montauk (the "Merger"). First Montauk will be the surviving
corporation of the Merger and will become a wholly owned subsidiary of the
Company. Each share of common stock of First Montauk, no par value, issued and
outstanding at the effective time of the Merger (the "Effective Time") will be
converted into the right to receive 0.5055 shares of the Company's common stock,
$0.01 par value ("Olympic Common Stock"), plus any cash in lieu of fractional
shares of Olympic Common Stock. Each share of Series A Preferred Convertible
Stock, $0.10 par value, of First Montauk, no par value, issued and outstanding
at the Effective Time will be converted into the right to receive one share of
Series B Preferred Stock, of the Company. Each share of Series B Preferred
Stock, $0.10 par value, of First Montauk, issued and outstanding at the
Effective Time shall be converted into a right to receive one share of Series C
Preferred Stock, of the Company.
In connection with the merger, the Company and First Montauk have each
executed letters of intent with St. Cloud Capital LLC, a Los Angeles based
investment firm, to provide approximately a total of $4.0 million of capital to
the Company and First Montauk. The investment by St. Cloud Capital is subject to
execution of definitive agreements, due diligence investigation and customary
closing conditions.
Under the terms of the Merger Agreement, Mark Goldwasser, President and
Chief Executive Officer of the Company and Victor K. Kurylak, President and
Chief Executive Officer of First Montauk will comprise the Office of the Chief
Executive Officer of the Company. Both will report directly to the Company's
Board of Directors. It is anticipated that Marshall Geller, a Senior Managing
Director of St. Cloud Capital will become non-executive chairman of the
Company's seven person Board of Directors. The terms of the Merger Agreement
provide that each of the Company and First Montauk will have three persons on
the Company's Board of Directors. Mr. Herbert Kurinsky, the current Chairman of
First Montauk, Mr. William Kurinsky, the current Vice-Chairman of First Montauk,
Mr. Victor K. Kurylak, and One Clark LLC, an affiliate of Mr. Goldwasser, have
agreed to vote their respective shares in favor of the merger.
The closing of the Merger is subject to the completion of the affirmative
vote of the Company and First Montauk shareholders, regulatory approvals, and
other customary closing conditions, however, each party shall have a period of
17 days from the date of Agreement to exercise its right not to proceed with the
transaction based upon its due diligence review, and shall also not be required
to proceed if the parties fail to agree on other related closing documents.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement and the Company's
joint press release with First Montauk announcing the proposed Merger. The
Merger Agreement and the press release are each filed as an exhibit to this
report and are incorporated herein by reference.
This material is not a substitute for the proxy statement/prospectus that
the Company will file with the Securities and Exchange Commission. Investors are
urged to read the document when it is available because it will contain
important information, including detailed risk factors. The proxy
statement/prospectus with other important documents to be filed by the Company
will be available free of charge at the SEC's website, www.sec.gov or from the
Company. The Company's directors and certain other executive officers may be
considered participants in the solicitation of proxies in connection with the
Merger. Information concerning the Company's directors and executive officers
can be found in the documents filed by the Company with the SEC. Certain
directors and executive officers of the Company may have direct or indirect
interest in the Merger. Additional information about the participants will be
contained in the proxy statement/prospectus.
ITEM 7.01. REGULATION FD DISCLOSURE
On February 10, 2005, the Company and First Montauk issued a joint press release
announcing the Agreement and Plan of Merger. A copy of the press release is
filed as an exhibit herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
10.44 Agreement and Plan of Merger, dated February 10,
2005, by and among Olympic Cascade Financial
Corporation, FMFC Acquisition Corporation and First
Montauk Financial Corp.
99.1 Press Release dated February 10, 2005
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: February 10, 2005