nhld_8k052909.htm
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: May 22, 2009
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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001-12629
(Commission
File Number)
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36-4128138
(I.R.S.
Employer
Identification
No.)
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120
Broadway, 27th Floor,
New York, NY 10271
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 417-8000
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
Forbearance Agreement
On
February 25, 2009, the Registrant entered into a forbearance agreement, as
amended, with Christopher C. Dewey, as previously reported on our Current
Reports on Form 8-K, as filed with the SEC on March 2, 2009 and May 6, 2009 and
in our Quarterly Report on Form 10-Q, as filed with the SEC on May 15,
2009. On May 29, 2009 we entered into Amendment No. 3 to the
forbearance agreement which provides that Mr. Dewey has agreed not to exercise
any of his rights under his non-convertible promissory note until June 1, 2010
and which reduces the interest rate of such note from 10% to 7% per
annum.
Christopher
Dewey is a member of the Company’s board of directors.
To
the extent required by Item 1.02 of Form 8-K, the information contained in
or incorporated by reference into Item 8.01 of this Current Report is
hereby incorporated by reference into this Item 1.02.
Item
8.01 Other
Events.
Effective
May 22, 2009, that certain Securities Purchase Agreement, by and between
Fund.com, Inc. (the “Investor”) and Registrant, dated as of April 8, 2009, as
amended by that certain First Amendment to Securities Purchase Agreement, dated
May 5, 2009, and that certain Second Amendment to Securities Purchase Agreement,
dated May 14, 2009 (as amended, the “Purchase Agreement”)
terminated.
Section 3.1(b) of the Purchase
Agreement provided that if the transaction contemplated by the Purchase
Agreement had not closed on or before May 22, 2009, then the Purchase
Agreement would immediately terminate, without any further actions of the
parties and without any further liability or obligation by either party to the
other.
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.
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NATIONAL
HOLDINGS CORPORATION |
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By:
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/s/ MARK
GOLDWASSER |
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Mark
Goldwasser |
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Chief
Executive Officer |
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