UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

National Holdings Corporation

(Name of Issuer)

 

Common Stock, $0.02 Par Value

(Title of Class of Securities)

 

636375107

(CUSIP Number)

 

January 28, 2010

(Date of Event which Requires Filing

of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

*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 the 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).

 

 

 

 

 

 

 

 

 

 

 

 

 

This statement is filed by: (i) Bedford Oak Partners, L.P. (“Partners”), (ii) Bedford Oak Capital, L.P. (“Capital”), (iii) Bedford Oak Advisors, LLC (“Investment Manager”) in its capacity as the investment manager of Partners, Capital, and other private investment funds; and (iv) Harvey P. Eisen, in his capacity as managing member of the Investment Manager. The principal business address of each reporting person is 100 South Bedford Road, Mt. Kisco, New York 10549.

 

Partners, Capital, the Investment Manager and Harvey P. Eisen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

 

Partners and Capital are Delaware limited partnerships.

The Investment Manager is a Delaware limited liability company.

Mr. Eisen is a United States citizen.

 

 

Common Stock, $0.02 par value (“Common Stock”)

 

 

 

 

 

 

The percentages used herein are calculated based upon 17,151,704 shares of Common Stock issued and outstanding as of December

 

29, 2009, as disclosed by the Company in its annual report filed on Form 10-K for the period ending September 30, 2009.

 

As of the close of business on February 2, 2010:

 

1. Bedford Oak Partners, L.P.

(a) Amount beneficially owned: -1,575,010-

(b) Percent of class: 9.2%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -1,575,010-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -1,575,010-

 

2. Bedford Oak Capital, L.P.

(a) Amount beneficially owned: -1,053,398-

(b) Percent of class: 6.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -1,053,398-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -1,053,398-

 

3. Bedford Oak Advisors, LLC

(a) Amount beneficially owned: -2,643,308-

(b) Percent of class: 15.4%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -2,643,308-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -2,643,308-

 

3. Harvey P. Eisen

(a) Amount beneficially owned: -2,643,308-

(b) Percent of class: 15.4%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -2,643,308-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -2,643,308-

 

The Investment Manager controls 2,643,308 shares of Common Stock in its capacity as the investment manager of certain private investment funds including Partners, which itself directly owns 1,575,010 shares of Common Stock, and Capital, which itself directly owns 1,053,398 shares of Common Stock. Harvey P. Eisen controls 2,643,308 shares of Common Stock in his capacity as the managing member of the Investment Manager.

 

 

Not Applicable.

 

 

 

Not Applicable.

 

 

 

 

 

 

 

 

By signing below the signatory certifies that, to the best of his 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 2, 2010

 

BEDFORD OAK PARTNERS, L.P.

 

By: Bedford Oak Management, LLC, its

 

Name: Harvey P. Eisen

Title: Chairman and Managing Member

 

BEDFORD OAK CAPITAL, L.P.

 

By: Bedford Oak Management, LLC, its

 

Name: Harvey P. Eisen

Title: Chairman and Managing Member

 

BEDFORD OAK ADVISORS, LLC

 

Name: Harvey P. Eisen

Title: Chairman and Managing Member

 

HARVEY P. EISEN

 

/s/ Harvey P. Eisen                

 

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