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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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CUSIP No. 636375107
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13G
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Page 2 of 7 Pages
|
|||
|
1
|
NAME OF REPORTING PERSON
Bedford Oak Capital, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
1,859,650 (see Item 4)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
1,859,650 (see Item 4)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,859,650 (see Item 4)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5% (see Item 4)
|
||||
|
12
|
TYPE OF REPORTING PERSON*
PN
|
||||
|
CUSIP No. 636375107
|
13G
|
Page 3 of 7 Pages
|
|||
|
1
|
NAME OF REPORTING PERSON
Bedford Oak Advisors, LLC
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
1,875,660 (see Item 4)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
1,875,660 (see Item 4)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,660 (see Item 4)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5% (see Item 4)
|
||||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
||||
|
CUSIP No. 636375107
|
13G
|
Page 4 of 7 Pages
|
|||
|
1
|
NAME OF REPORTING PERSON
Harvey P. Eisen
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
1,875,660 (see Item 4)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
1,875,660 (see Item 4)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,875,660 (see Item 4)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5% (see Item 4)
|
||||
|
12
|
TYPE OF REPORTING PERSON*
IN
|
||||
|
Item 1(a)
|
Name of Issuer:
|
|
National Holdings Corporation (the “Company”)
|
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
120 Broadway, 27th Floor
|
|
|
New York, NY 10271
|
|
|
Items 2(a) and 2(b)
|
Name of Person Filing and Business Office:
|
|
This statement is filed by: (i) Bedford Oak Capital, L.P. (“Capital”), (ii) Bedford Oak Advisors, LLC (“Investment Manager”) in its capacity as the investment manager of Capital and other private investment funds; and (iii) 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.
|
|
|
Item 2(c)
|
Citizenship:
|
|
Capital is a Delaware limited partnership.
|
|
|
The Investment Manager is a Delaware limited liability company.
|
|
|
Mr. Eisen is a United States citizen.
|
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
Common Stock, $0.02 par value (“Common Stock”)
|
|
|
Item 2(e)
|
CUSIP Number:
|
|
636375107
|
|
|
Item 3
|
Not Applicable.
|
|
Item 4
|
Ownership:
|
|
The percentages used herein are calculated based upon 21,946,704 shares of Common Stock issued and outstanding as of January 24, 2012, as disclosed by the Company in its amendment to the annual report filed on Form 10-K/A for the fiscal year ended September 30, 2011.
|
|
|
As of the close of business on February 13, 2012:
|
|
|
1.Bedford Oak Capital, L.P.
|
|
|
(a) Amount beneficially owned: -1,859,650-
|
|
|
(b) Percent of class: 8.5%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
(ii) Shared power to vote or direct the vote: -1,859,650-
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: -1,859,650-
|
|
|
2. Bedford Oak Advisors, LLC
|
|
|
(a) Amount beneficially owned: -1,875,660-
|
|
|
(b) Percent of class: 8.5%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: -1,875,660-
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: -1,875,660-
|
|
|
3. Harvey P. Eisen
|
|
|
(a) Amount beneficially owned:-1,875,660-
|
|
|
(b) Percent of class: 8.5%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: -1,875,660-
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition:-1,875,660-
|
|
|
The Investment Manager controls 1,875,660 shares of Common Stock in its capacity as the investment manager of certain private investment funds including Capital, which itself owns 1,859,650 shares of Common Stock. Harvey P. Eisen controls 1,875,660 shares of Common Stock in his capacity as the managing member of the Investment Manager.
|
|
|
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:
|
|
|
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:
|