nhld20140516_8k.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 (Date of earliest event reported): May 13, 2014

 

National Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-12629

 

36-4128138

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

410 Park Avenue, 14th Floor, New York, NY

10022

(Address of Principal Executive Offices)

(Zip Code)

 

(212) 417-8000

(Registrant's Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

The information in this Report, including Exhibit 99.1 and the information therefrom incorporated in Item 7.01 by reference to Exhibit 99.1, are being furnished, and shall not be deemed “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01     Regulation FD Disclosure.

 

National Holdings Corporation (“National,” we” or “our”) is furnishing this Current Report on Form 8-K in connection with the disclosure of information during a conference call on May 13, 2014 discussing our financial results for the fiscal second quarter ended March 31, 2014. The transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Forward Looking Statements

 

This Current Report on Form 8-K provides forward looking statements. All statements that express or involve discussions as to: expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, identified through the use of words or phrases such as we or our management believes, expects, anticipates or hopes and words or phrases such as will result, are expected to, will continue, is anticipated, estimated, projection and outlook, and words of similar import) are not statements of historical facts and may be forward-looking. These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties including, but not limited to, economic, competitive, regulatory, growth strategies, available financing and other factors discussed in the documents filed by National with the SEC. Many of these factors are beyond our control. Actual results could differ materially from the forward-looking statements we make in this Current Report on Form 8-K or in other documents that reference this Current Report on Form 8-K. In light of these risks and uncertainties, there can be no assurance that the results anticipated in the forward-looking information contained in this Current Report on Form 8-K or other documents that reference this Current Report on Form 8-K will, in fact, occur.

 

These forward-looking statements involve estimates, assumptions and uncertainties, and, accordingly, actual results could differ materially from those expressed in the forward-looking statements. These uncertainties include, among others, the following: (i) the inability of our broker-dealer operations to operate profitably in the face of intense competition from larger full service and discount brokers; (ii) a general decrease in merger and acquisition activities and our potential inability to receive success fees as a result of transactions not being completed; (iii) increased competition from business development portals; (iv) technological changes; (v) our potential inability to implement our growth strategy through acquisitions or joint ventures; and (vi) our potential inability to secure additional debt or equity financing.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time and it is not possible for our management to predict all of such factors, nor can our management assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

 

Item 9.01     Financial Statements and Exhibits.

 

(d)     Exhibits:

 

99.1     Transcript of conference call held by National Holdings Corporation on May 13, 2014

 

 
 
 

 

SIGNATURE

 

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 hereunto duly authorized.

 

 

 

National Holdings Corporation

(Registrant)

 

 

 

 

 

 

 

 

 

Date:     May 19, 2014

By:

/s/ Mark Klein

 

 

 

      Mark Klein

 

 

 

      Chief Executive Officer

 

 

 
 
 

 

EXHIBIT INDEX

 

Exhibit No.   

Description 

     

99.1

  

Transcript of conference call held by National Holdings Corporation on May 13, 2014