UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
OLYMPIC CASCADE FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
68158N106
(CUSIP Number)
ONE CLARK LLC
MARK GOLDWASSER
120 BROADWAY
NEW YORK, NY 10271
(212) 417-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 10, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
(AMENDMENT NO. 4)
CUSIP NO. 68158N106
------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ONE CLARK LLC
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ]
(b) [X*]
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT
TO ITEMS 2(d) or 2(e)
[ ]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------- ---------- ----------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 587,733**
BENEFICIALLY ---------- -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ---------- -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
587,733**
---------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,733**
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%***
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
------------ -------------------------------------------------------------------
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
** This amount includes 587,733 shares of Common Stock issuable upon conversion
of the Company's Series A Convertible Preferred Stock (the "Preferred Stock").
*** Calculated after including the above referenced shares of Common Stock
issuable upon conversion of the Preferred Stock in the numerator and the
denominator.
SCHEDULE 13D
(AMENDMENT NO. 4)
CUSIP NO. 68158N106
------------ -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK GOLDWASSER
------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ]
(b) [X*]
------------ -------------------------------------------------------------------
3 SEC USE ONLY
------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------ -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT
TO ITEMS 2(d) or 2(e)
[X]
------------ -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------------------------- ---------- ----------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 46,300
BENEFICIALLY ---------- -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 587,733***
PERSON ---------- -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
578,686**
---------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
587,733***
------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,166,419***
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%****
------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------ -------------------------------------------------------------------
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
** This amount includes 517,000 shares of vested unexercised stock options and
15,386 warrants.
*** This amount includes 587,733 shares of Common Stock issuable upon conversion
of the Company's Series A Convertible Preferred Stock (the "Preferred Stock").
**** Calculated after including the above referenced shares of Common Stock
issuable upon conversion of the Preferred Stock in the numerator and the
denominator.
SCHEDULE 13D
(AMENDMENT NO. 4)
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 amends and supplements the statements on Schedule 13D,
Amendment No. 3, Amendment No. 2, Schedule 13D, Amendment No.1 and the Schedule
13D (the "Schedule 13D") relating to the common stock, par value $.02 per share
(the "Common Stock"), of Olympic Cascade Financial Corporation, a Delaware
corporation (the "Company" or the "Issuer") and filed with the Securities and
Exchange Commission on behalf of the following persons: (i) One Clark LLC; and
(iii) Mark Goldwasser. Except as disclosed herein, there has been no change in
the information previously reported in the Schedule 13D. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding thereto the following:
On February 10, 2005, the Company 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.
Pursuant to the Merger Agreement, the Board of Directors of the Company
following the closing is expected to be comprised of seven persons, three of
which will be designated by each of the Company and First Montauk. Pursuant to
the Merger Agreement, Mark Goldwasser is one of the three designees of of the
Company.
In connection with the Merger Agreement, at the specific request of
First Montauk, and as an inducement to First Montauk's willingness to enter into
the Merger Agreement, One Clark LLC entered into a Voting Agreement and
Irrevocable Proxy with First Montauk (the "Voting Agreement") on February 10,
2005.
Pursuant to the Voting Agreement, One Clark LLC agreed that at every
meeting of the stockholders of the Company called with respect to any of the
following, and at every adjournment thereof, and on every action or approval by
written consent of the stockholders of the Company with respect to any of the
following, to vote its shares of the Common Stock or any other securities
convertible into or exchangeable for Common Stock (the "Securities"): (i) in
favor of approval of the Merger Agreement, the Merger, the transactions
contemplated thereby and any matter that could reasonably be expected to
facilitate the Merger; (ii) in favor of any alternative structure as may be
agreed upon by the Company and First Montauk to effect the acquisition by the
Company of First Montauk or of control of First Montauk; provided that such
alternative structure is on terms in the aggregate no less favorable to the
Company's stockholders than the terms of the Merger set forth in the Merger
Agreement; and (iii) against the consummation of any Superior Proposal (as that
term is defined in the Merger Agreement) or any other action, proposal,
agreement or transaction (other than the Merger, the Merger Agreement or the
transactions contemplated thereby) that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement, which could result in any of the conditions
to the Company's obligations under the Merger Agreement not being fulfilled or
which would be inconsistent with the Merger or any other transaction
contemplated by the Merger Agreement.
Further, One Clark LLC agreed not to, directly or indirectly (i)
transfer, sell, assign, give, pledge, exchange or pledge, or otherwise dispose
of or encumber any of its Securities, or to make any offer or agreement relating
thereto; (ii) deposit any of the Securities into a voting trust or enter into a
voting agreement or arrangement with respect to such Securities or grant any
proxy or power of attorney with respect thereto, in each case, in a manner that
conflicts or may conflict with One Clark LLC's obligations under the Voting
Agreement; or (iii) enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect sale, assignment, transfer,
exchange or other disposition of or transfer of any interest in or the voting of
any of the Securities, in each case, in a manner that conflicts or may conflict
with One Clark LLC's obligations under the Voting Agreement.
The Voting Agreement may be terminated at the option of either party at
any time after the earlier of (i) the effective time of the Merger Agreement and
(ii) the date on which the Merger Agreement is terminated in accordance with its
terms.
The foregoing description of the Merger, the Merger Agreement and the
Voting Agreement is qualified in its entirety by reference to the Merger
Agreement and the Voting Agreement. The Merger Agreement and the Voting
Agreement are each filed as an exhibit to this report and are incorporated
herein by reference.
On February 14, 2004, Mr. Goldwasser was granted options to purchase
60,000 shares of the Company's Common Stock under the Company's 2001 Stock
Option Plan at $1.375 per share. The stock options shall be fully vested on the
grant date and shall expire on February 14, 2010.
On February 14, 2004, the Company also approved the following with
respect to stock options previously granted to Mr. Goldwasser: (i) options to
purchase 15,000 shares of the Company's Common Stock under the Company's 2001
Stock Option Plan at $2.00 per share granted on February 12, 2002 were repriced
at an exercise price of $1.375 and the expiration date was extended to February
14, 2010; (ii) options to purchase 250,000 shares of the Company's Common Stock
under the Company's 2001 Stock Option Plan at $2.00 per share granted on January
23, 2004 were repriced at an exercise price of $1.375, were deemed fully vested
and the expiration date was extended to February 14, 2010; (iii) options to
purchase 12,000 shares of the Company's Common Stock under the Company's 1999
Stock Option Plan at $3.875 per share granted on January 10, 2001 were
cancelled, and Mr. Goldwasser was granted options to purchase 12,000 shares of
the Company's Common Stock under the Company's 2001 Stock Option Plan at $1.375
per share with such shares fully vested on the grant date and to expire on
February 14, 2010; and (iv) options to purchase 30,000 shares of the Company's
Common Stock under the Company's 2000 Stock Option Plan at $6.125 per share
granted on August 28, 2000 were cancelled, and Mr. Goldwasser was granted
options to purchase 30,000 shares of the Company's Common Stock under the
Company's 2001 Stock Option Plan at $1.375 per share with such shares fully
vested on the grant date and to expire on February 14, 2010.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by adding thereto the following:
(a) According to the Company, there were 4,995,878 shares of Common Stock
outstanding as of February 10, 2005. One Clark LLC is the beneficial owner of
587,733 shares of Common Stock (including 587,733 shares of Common Stock
issuable upon conversion of the Company's Series A Convertible Preferred Stock),
which represents 10.5% of the outstanding shares of Common Stock.
Mark Goldwasser is the direct owner of 578,686 shares of Common Stock. Such
amount includes 517,000 shares issuable upon exercise of fully-vested stock
options, 15,386 shares issuable upon exercise of warrants and 46,300 shares of
Common Stock. Also, because Mr. Goldwasser is the Manager and a member of One
Clark LLC, Mr. Goldwasser may be deemed to own beneficially the 587,733 shares
of Common Stock issuable upon conversion of the Company's Series A Preferred
Stock held by One Clark LLC.
(b) One Clark LLC has the power to direct the vote of 587,733 shares of Common
Stock and the power to direct the disposition of 587,733 shares of Common Stock.
By virtue of his relationships with One Clark LLC, Mark Goldwasser may also be
deemed to have the power to direct the vote of 587,733 shares of Common Stock
and the power to direct the disposition of 587,733 shares of Common Stock
(c) Except as set forth in this Statement, there have been no sales or purchases
with respect to the Issuer's Shares effected during the past sixty days by any
of the Reporting Persons listed in (a) above.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by adding thereto the following:
See Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Agreement and Plan of Merger, dated February 10, 2005,
by and among Olympic Cascade Financial Corporation, FMFC
Acquisition Corporation and First Montauk Financial
Corp. (incorporated by reference from Exhibit 10.44 to
Olympic Cascade Financial Corporation's Current Report
on Form 8-K, filed February 11, 2005).
Exhibit 2: Voting Agreement and Plan of Merger, dated February 10,
2005, by and among One Clark LLC and First Montauk
Financial Corp.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 2005
ONE CLARK LLC
By: /s/ Mark Goldwasser
--------------------------------
Name: Mark Goldwasser
Title: Manager
/s/ Mark Goldwasser
------------------------------------
Mark Goldwasser