-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJKi68DV+tfTSusF0TCSv9twioqJLB78sae7o+oSMIilMyNOzhRd5kKZyHLMahH0 T8BKtvB2kF7b6wR7alvmNg== 0001144204-06-017856.txt : 20060502 0001144204-06-017856.hdr.sgml : 20060502 20060502095249 ACCESSION NUMBER: 0001144204-06-017856 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060502 EFFECTIVENESS DATE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOLDINGS CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-133733 FILM NUMBER: 06797477 BUSINESS ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 BUSINESS PHONE: 3127518833 MAIL ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP DATE OF NAME CHANGE: 19960927 S-8 1 v041746_s8.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2006 REGISTRATION NO. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 NATIONAL HOLDINGS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 36-4128138 (State or Other Jurisdiction (IRS Employer Identification No.) of Incorporation or Organization) 875 NORTH MICHIGAN AVENUE, SUITE 1560 CHICAGO, ILLINOIS 60611 (Address of Principal Executive Offices) (Zip Code) NATIONAL HOLDINGS CORPORATION 2006 STOCK OPTION PLAN (Full Title of the Plan) MARK GOLDWASSER PRESIDENT AND CHIEF EXECUTIVE OFFICER NATIONAL HOLDINGS CORPORATION 120 BROADWAY, 27TH FLOOR NEW YORK, NEW YORK 10271 (Name and Address of Agent for Service) (212) 417-8000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED (1) OFFERING PRICE AGGREGATE REGISTRATION FEE PER SHARE (2) OFFERING PRICE (2) - ---------------------------------------------------------------------------------------------------------------------- 2006 Stock Option Plan Common Stock, $1.27 $1,905,000 $203.84 $0.02 par value 1,500,000 Shares - ----------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of National Holdings Corporation common stock, $0.02 par value, as may be issuable under the Plan described herein and pursuant to future stock dividends, stock splits or similar transactions. (2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933 and based upon the number of shares issuable upon exercise of options under the Plan and the average of the high and low prices for the common stock as quoted on Over-the-Counter Bulletin Board on April 26, 2006. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE National Holdings Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the U.S. Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2005 filed with the Commission on December 9, 2005; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 filed with the Commission on February 7, 2006; (c) The Registrant's Current Reports on Form 8-K filed on January 18, 2006 and March 20, 2006; (d) A description of the Registrant's common stock set forth under the heading "Description of our Common Stock" in the Registrant's Registration Statement on Form S-1 (File No. 333-__________) filed May 1, 2006; and (e) All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145(a) of the Delaware General Corporation Law ("DGCL") provides in relevant part that "[a] corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful." With respect to derivative actions, Section 145(b) of the DGCL provides in relevant part that "[a] corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper." The Registrant's Certificate of Incorporation, as amended, includes a provision that eliminates the personal liability of the Registrant's directors for monetary damages for breach of fiduciary duty to the full extent permitted by Delaware law. 3 The Registrant's Amended and Restated By-laws provide that the Registrant is required to indemnify and hold harmless its directors, officers, employees and agents in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if the party being indemnified acted in good faith and in a manner such party reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such party's conduct was unlawful. In proceedings by or in the right of the Registrant, a party seeking to be indemnified may be indemnified if the above standards of conduct are met and to the extent as set forth above, however, if a court judges a party seeking to be indemnified liable to the corporation, no indemnification shall be provided except to the extent that the court deems proper. To the extent that a director, officer, employee or agent of the Registrant has been successful on the merits or otherwise, including without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, such party shall be indemnified against all costs, charges and expenses (including attorneys' fees) actually and reasonably incurred in connection therewith. The Registrant maintains insurance on behalf of its officers and directors, insuring them against liabilities that they may incur in such capacities or arising out of this status. The above discussion of the Registrant's Certificate of Incorporation, as amended, and Amended and Restated By-laws and of Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is respectively qualified in its entirety by such Certificate of Incorporation, as amended, Amended and Restated By-laws and statute. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS Number Exhibit ------ ------- 5 Opinion of Littman Krooks LLP 23.1 Consent of Marcum & Kliegman LLP, Independent Registered Public Accounting Firm 23.2 Consent of Littman Krooks LLP, as contained in Exhibit 5 24.1 Power of Attorney 99.1* National Holdings Corporation 2006 Stock Option Plan Option Plan *Incorporated by reference from the Registrant's definitive proxy statement on Schedule 14A filed with the Commission on January 26, 2006. ITEM 9. UNDERTAKINGS A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and prices represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of 4 Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on this 1st day of May, 2006. NATIONAL HOLDINGS CORPORATION By: /s/ Mark Goldwasser ------------------- Mark Goldwasser Chairman, President and Chief Executive Officer 6 SECTION AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 NATIONAL HOLDINGS CORPORATION EXHIBIT INDEX ------------- Number Exhibit - ------ ------- 5 Opinion of Littman Krooks LLP 23.1 Consent of Marcum & Kliegman LLP, Independent Registered Public Accounting Firm 23.2 Consent of Littman Krooks LLP, as contained in Exhibit 5 24.1 Power of Attorney 99.1* National Holdings Corporation 2006 Stock Option Plan *Incorporated by reference from the Registrant's definitive proxy statement on Schedule 14A filed with the Commission on January 26, 2006. 7 EX-5 2 v041746_ex5.txt EXHIBIT 5 OPINION AND CONSENT OF LITTMAN KROOKS LLP May 1, 2006 National Holdings Corporation 875 North Michigan Avenue, Suite 1560 Chicago, Illinois 60611 Re: National Holdings Corporation (the "Company") - Registration Statement for an aggregate of 1,500,000 Shares of Common Stock Dear Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 1,500,000 Shares of the Company's Common Stock (the "Shares") for issuance under the Company's 2006 Stock Option Plan (the "Plan"). We have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deemed necessary as a basis for the opinion hereinafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon representations of executive officers of the Company. Based upon the foregoing, it is our opinion that the Shares when sold, paid for and issued as contemplated by the Plan will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name as your counsel in connection with the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Securities Act of 1933 or the General Rules and Regulations promulgated thereunder. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares issuable under such Plans. Very truly yours, /s/ Littman Krooks LLP ---------------------- LITTMAN KROOKS LLP 8 EX-23.1 3 v041746_ex23-1.txt EXHIBIT 23.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT We consent to the incorporation by reference in this Registration Statement of National Holdings Corporation (formerly Olympic Cascade Financial Corporation) on Form S-8 of our report dated November 23, 2005, with respect to our audits of the consolidated financial statements of National Holdings Corporation (formerly Olympic Cascade Financial Corporation) as of September 30, 2005 and 2004 and for the three years in the period ended September 30, 2005 appearing in the Annual Report on Form 10-K of National Holdings Corporation (formerly Olympic Cascade Financial Corporation). /s/ Marcum & Kliegman LLP Marcum & Kliegman LLP New York, New York April 27, 2006 9 EX-24.1 4 v041746_ex24-1.txt EXHIBIT 24.1 POWER OF ATTORNEY We, the undersigned directors and/or officers of National Holdings Corporation (the "Company"), hereby severally constitute and appoint Mark Goldwasser, Chairman, President and Chief Executive Officer, and Robert H. Daskal, Chief Financial Officer and Secretary, and each of them individually, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature(s) Title(s) /s/ Mark Goldwasser Chairman, May 1, 2006 - ------------------- President and Mark Goldwasser Chief Executive Officer /s/ Robert H. Daskal Chief Financial Officer May 1, 2006 - -------------------- and Secretary Robert H. Daskal /s/ Gary A. Rosenberg Director May 1, 2006 - --------------------- Gary A. Rosenberg /s/ Peter Rettman Director May 1, 2006 - ----------------- Peter Rettman /s/Robert J. Rosan Director May 1, 2006 - ------------------ Robert J. Rosan /s/ Norman J. Kurlan Director May 1, 2006 - -------------------- Norman J. Kurlan /s/ Marshall S. Geller Director May 1, 2006 - ---------------------- Marshall S. Geller -----END PRIVACY-ENHANCED MESSAGE-----