nhc_8k-091509.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: September 14, 2009 (September 9, 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
Agreements
On
February 25, 2009, we entered into a forbearance agreement, as amended, with
Bedford Oak Partners, L.P. (“Bedford Oak”), 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 September 9, 2009, in consideration for entering into the
foregoing agreements, the Company agreed to issue Bedford Oak a five-year
warrant to purchase 12,500 shares of the Company’s common stock at $0.75 per
share.
On
February 25, 2009, the Company 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, May 6, 2009 and May 29, 2009 and in
our Quarterly Report on Form 10-Q, as filed with the SEC on May 15,
2009. On September 9, 2009, in consideration for entering into the
foregoing agreements, the Company agreed to (i) reduce the exercise price of his
warrant to purchase 125,000 shares of the Company’s common stock from $1.00 to
$0.75 per share and (ii) to issue Mr. Dewey a five-year warrant to purchase
100,000 shares of the Company’s common stock at $0.75 per share.
Christopher
Dewey is a member of the Company’s board of directors.
The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
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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Dated:
September 14, 2009
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