-----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, AmxzNm8D+7WlOJDKUqNbzZjNqyzvOxSZNSWCiKg6wPdyhT1wvuq7K9veTp5LAdIL Mg8WEehDAkUyAjKn/I1Uhw== 0000083125-06-000041.txt : 20060928 0000083125-06-000041.hdr.sgml : 20060928 20060928160723 ACCESSION NUMBER: 0000083125-06-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060925 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060928 DATE AS OF CHANGE: 20060928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MONTAUK FINANCIAL CORP CENTRAL INDEX KEY: 0000083125 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 221737915 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06729 FILM NUMBER: 061114111 BUSINESS ADDRESS: STREET 1: 328 NEWMAN SPRINGS RD STREET 2: PKWY 109 OFFICE CTR CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 7328424700 MAIL ADDRESS: STREET 1: 328 NEWMAN SPRINGS RD STREET 2: PKWY 109 OFFICE CTR CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: MCC PRESIDENTIAL INC DATE OF NAME CHANGE: 19871203 FORMER COMPANY: FORMER CONFORMED NAME: RENAULT WINERY INC DATE OF NAME CHANGE: 19740725 FORMER COMPANY: FORMER CONFORMED NAME: PRESIDENTIAL APARTMENTS INC DATE OF NAME CHANGE: 19740327 8-K 1 form8ksept252006.txt FORM 8-K DATE OF REPORT SEPTEMBER 25, 2006 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): September 25, 2006 FIRST MONTAUK FINANCIAL CORP. ----------------------------- (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 0-6729 ------ NEW JERSEY 22-1737915 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Parkway 109 Office Center 328 Newman Springs Road Red Bank, NJ 07701 (Address and zip code of principal executive offices) (732) 842-4700 (Registrant's telephone number, including area code) 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement On September 27, 2006, First Montauk Financial Corp., a New Jersey corporation ("First Montauk" or "Registrant"), FMFG Ownership, Inc., a Delaware corporation ("Parent") and its wholly-owned subsidiary, FMFG AcquisitionCo, Inc., a New Jersey corporation ("Merger Sub"), entered into Amendment No. 1, dated as of September 25, 2006 ("Amendment No. 1"), to the Agreement and Plan of Merger, dated as of May 5, 2006 (the "Merger Agreement"). Under the terms of Amendment No. 1, Section 8.01(b)(i) of the Merger Agreement is amended to change the termination date from October 31, 2006 to December 31, 2006. All other terms of the Merger Agreement are unchanged by Amendment No. 1. The foregoing description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, which is attached as Exhibit 2.01 to this Current Report on Form 8-K, and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibit is filed or furnished herewith: 2.01 Amendment No. 1, dated as of September 25, 2006, to the Agreement and Plan of Merger, by and among First Montauk Financial Corp., FMFG Ownership, Inc. and FMFG AcquisitionCo, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. FIRST MONTAUK FINANCIAL CORP. By: /s/ Victor K. Kurylak ------------------------------ Name: Victor K. Kurylak Title: President and Chief Executive Officer Date: September 28, 2006 EXHIBIT INDEX Exhibit Number Description ------- ----------- 2.01 Amendment No. 1, dated as of September 25, 2006, to the Agreement and Plan of Merger, by and among First Montauk Financial Corp., FMFG Ownership, Inc. and FMFG AcquisitionCo, Inc. EX-10 2 ex92806.txt EXHIBIT TO FORM 8-K DATED 9/28/06 Exhibit 2.01 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of September 25, 2006, by and among FMFG OWNERSHIP, INC., a Delaware corporation ("Parent"), FMFG ACQUISITIONCO, INC., a New Jersey corporation and wholly-owned subsidiary of Parent ("Merger Sub") and FIRST MONTAUK FINANCIAL CORPORATION, a New Jersey corporation (the "Company"). WHEREAS, Parent , Merger Sub and the Company are parties to that certain Agreement and Plan of Merger, dated as of May 5, 2006 (the "Merger Agreement"); WHEREAS, pursuant to Section 10.11 of the Merger Agreement, the parties desire to amend the Merger Agreement as provided in this Amendment; and WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved this Amendment and the other transactions contemplated hereby; and NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows: Section 1. Amendment to Section 8.01. Termination or Abandonment. Section 8.01(b)(i) of the Merger Agreement is hereby amended by deleting "October 31, 2006" and replacing it with "December 31, 2006". Section 2. General Provisions. (a) Modification; Full Force and Effect. Except as expressly modified and superseded by this Amendment, the terms, representations, warranties, covenants and other provisions of the Merger Agreement are and shall continue to be in full force and effect in accordance with their respective terms. (b) References to the Merger Agreement. After the date hereof, all references to "this Agreement," "the transactions contemplated by this Agreement," "the Merger Agreement" and phrases of similar import, shall refer to the Merger Agreement as amended by this Amendment (it being understood that all references to the date hereof or the date of this Agreement shall continue to refer to May 5, 2006). (c) Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above. FIRST MONTAUK FINANCIAL CORP., as the Company By: /s/ Victor K. Kurylak ---------------------------------- Victor K. Kurylak President and Chief Executive Officer FMFG OWNERSHIP, INC., as Parent By: /s/ Edward H. Okun ---------------------------------- Edward H. Okun President and Chief Executive Officer FMFG ACQUISITIONCO, INC., as Merger Sub By: /s/ Edward H. Okun ---------------------------------- Edward H. Okun President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----