UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NATIONAL HOLDINGS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
636375107
(CUSIP Number)
December 31, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 13G
(Amendment No. 2)
CUSIP NO. 636375107
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Christopher C. Dewey
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5 SOLE VOTING POWER
680,674**
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 680,674**
WITH: -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,674**
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.64***
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12 TYPE OF REPORTING PERSON
IN
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* 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 and as set forth below.
** This amount consists of: (i) 380,674 shares of the Company's common stock,
$.02 par value per share (the "Common Stock"), (ii) vested options to purchase
175,000 shares of Common Stock registered in the name of the reporting person
and (iii) warrants to purchase 125,000 shares of Common Stock registered in the
name of the Reporting Person. Does not include an aggregate of 45,000 shares
underlying unvested stock options exercisable more than 60 days from the date of
this statement or an aggregate of 25,000 shares of Common Stock held by
daughters of the Reporting Person for which the Reporting Person disclaims
beneficial ownership.
*** Based on 8,602,628 shares of the Company's Common Stock outstanding as of
February 13, 2008, as reported by the Company.
SCHEDULE 13G
(Amendment No. 2)
Item 1(a). Name of Issuer:
National Holdings Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
120 Broadway, 27th Floor, New York, NY 10271
Item 2(a) and (b). Name of Person Filing and Address of Principal
Business or Office or, if none, Residence:
Christopher C. Dewey
c/o National Holdings Corporation
120 Broadway, 27th Floor
New York, NY 10271
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
636375107
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of
the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) |_| Investment company registered under Section 8 of
the Investment Company Act of 1940.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940
(j) |_| Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount beneficially owned:
680,674
(b) Percent of class:
7.64%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the
vote:
680,674
(ii) Shared power to vote or to direct the
vote:
-0-
(iii) Sole power to dispose or to direct the
disposition of:
680,674
(iv) Shared power to dispose or to direct
the disposition of:
-0-
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person:
Not Applicable
Item 8. Identification and Classification of Members of the
Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
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 13, 2008
/s/ CHRISTOPHER C. DEWEY
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Christopher C. Dewey