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): December 27,
2006
National
Holdings Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12629
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36-4128138
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission File
Number)
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(I.R.S.
Employer
Identification
Number)
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120
Broadway, 27th
Floor,
New York, NY 10271
(Address
of principal executive offices, including Zip Code)
Registrant's
telephone number, including area code:
(212)
417-8000
875
North
Michigan Avenue, Suite 1560, Chicago, IL 60611
(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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| 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))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d)
Effective December 27, 2006 pursuant to an agreement entered into between the
Company and Christopher Dewey, Mr. Dewey was elected to fill an existing vacancy
on the Board of Directors of the Company as a Class I director, as well as
Vice
Chairman of the Board and a member of the Company’s Compensation Committee.
Pursuant to the agreement, Mr. Dewey will be paid $10,000 per month and was
issued options to purchase 150,000 shares of the Company’s common stock at an
exercise price of $1.30 per share, which was the closing price of the Company’s
common stock on the date of grant.
There
are
no arrangements or understandings between Mr. Dewey and any other person
pursuant to which Mr. Dewey was selected as a director.
From
1993
to prior to joining the Company, Mr. Dewey served as Executive Vice President
of
Jefferies & Company, Inc. Prior to joining Jefferies & Company, Inc.,
Mr. Dewey was a partner of Merrion Group (1990-1993) and Bear Stearns
(1979-1990). Mr. Dewey earned an MBA from the Wharton School in 1987.
Mr.
Dewey
has previously served as an advisor to Robotic Ventures Fund I, L.P. (the
“Fund”), a venture capital fund dedicated to investing in companies engaged in
the business of robotics and artificial intelligence. The Company serves as
the
managing member of Robotic Ventures Group LLC, the general partner of the Fund
(the “Fund General Partner”), and owns 24.5% of the Fund General Partner. Mr.
Dewey is a 9.6% limited partner in the Fund. Mr. Dewey also serves on the Boards
of Directors of Z-Kat, Inc, and Mako Surgical Corp., which are investee
companies of the Fund.
There
are
no family relationships between the Company and Mr. Dewey.
Item
9.01 Exhibits
On
January 3, 2007, the company issued a press release announcing the matters
discussed above. The full text of the press release is attached as Exhibit
99.1
to this report.
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 hereunto
duly authorized.
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NATIONAL
HOLDINGS CORPORATION |
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(Registrant) |
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| Date:
January 3, 2007 |
By: |
/s/ MARK
GOLDWASSER |
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Mark
Goldwasser |
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Chief
Executive Officer
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