-----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, No8duMv+Yd7IoBmuDaRc6M0oJkLuJI3GaTNRIVg437GHvzKveXCW1LJJ1XrVdAtv Yy+ZkvOc60KME/c5Mb+OFw== 0000083125-07-000005.txt : 20070111 0000083125-07-000005.hdr.sgml : 20070111 20070111165047 ACCESSION NUMBER: 0000083125-07-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070111 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070111 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: 07526305 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 form8kjan11.txt FORM 8-K DATE OF REPORT JANUARY 11, 2007 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): January 11, 2007 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 8.01 Other Events On January 11, 2007, the Registrant issued a press release disclosing the filing of a lawsuit by the Registrant in New Jersey Superior Court, Monmouth County against Edward H. Okun, Investment Properties of America, LLC and several affiliated entities which Mr. Okun controls for their breach of the Agreement and Plan of Merger, dated as of May 5, 2006, executed among two Okun-affiliated companies and the Registrant. A copy of this press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibit is filed or furnished herewith: 99.1 Press Release dated January 11, 2007 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: Chief Executive Officer Date: January 11, 2007 EXHIBIT INDEX Exhibit Description Number 99.1 Press Release dated January 11, 2007 EX-99 2 ex18kjan11.txt EXHIBIT NO. 99.1 Exhibit No. 99.1 [GRAPHIC OMITTED] First Montauk Financial Corp. Sues Edward Okun and Affiliates for Breach of Merger Agreement January 11, 2007 -- Red Bank, NJ -- First Montauk Financial Corp. (OTCBB: FMFK) announced that it has filed a lawsuit in New Jersey Superior Court, Monmouth County, against Edward H. Okun, a real estate entrepreneur based in Miami, Florida, Investment Properties of America LLC (IPofA), his principal operating company which is headquartered in Richmond, Virginia, and several affiliated entities that he controls, for their breach of the merger agreement between First Montauk and two Okun affiliated corporate entities. The lawsuit alleges, among other things, that the Okun Defendants breached the merger agreement by terminating the agreement on December 29, 2006 without cause or justification. First Montauk's complaint demands specific performance of the merger agreement and completion of the merger, which would have paid each shareholder of First Montauk $1.00 per share of common stock. In the alternative, First Montauk seeks compensatory damages for breach of contract and breach of the covenant of good faith and fair dealing as well as payment of $2,000,000 held in escrow to secure the Okun Defendants performance under the merger agreement. In connection with the merger, First Montauk executed a lease with an Okun affiliate to relocate First Montauk's corporate offices to a building recently purchased by the Okun affiliate in Red Bank, New Jersey. First Montauk claims the Okun Defendants fraudulently induced First Montauk to execute the lease by falsely representing the Okun affiliates would consummate the Merger, and seeks to void the lease. Pending the court's determination, First Montauk has requested a temporary restraining order to prevent the Okun Defendants from selling, converting or otherwise disposing of any of their First Montauk securities or buying any additional First Montauk securities. The parties have agreed to voluntarily maintain their positions for 45 days. The parties originally executed the merger agreement on May 5, 2006. On August 17, 2006, the shareholders of First Montauk, including an Okun affiliate, overwhelming voted to approve the merger agreement and the merger. The merger was originally anticipated to close in the third quarter of 2006. The parties agreed to extend the expiration date of the merger agreement to December 31, 2006 to satisfy the remaining conditions to the merger including the completion of regulatory approval. First Montauk Financial Corp. is the parent company of First Montauk Securities Corp., a registered securities broker/dealer headquartered in Red Bank, New Jersey. First Montauk conducts securities brokerage, insurance, investment banking and advisory business and has approximately 270 registered representatives and services over 50,000 retail and institutional accounts, which comprise over $3.2 billion in customer assets. Montauk Financial Group is a service mark of First Montauk Securities Corp., Member NASD/SIPC. First Montauk Financial Corp. is the parent company of First Montauk Securities Corp., a registered securities broker/dealer headquartered in Red Bank, NJ. Additional information is available at the Company's website at www.montaukfinancial.com. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This press release may contain certain statements of a forward-looking nature relating to future events or future business performance. Any such statements that refer to the Company's estimated or anticipated future results or other non-historical facts are forward-looking and reflect the Company's current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, risks and uncertainties detailed in each Company's Securities and Exchange Commission filings, including each Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The forward-looking statements speak only as of the date of this release. Each of the Companies undertake no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Contact: First Montauk Financial Corp. Victor K. Kurylak, President and Chief Executive Officer (800) 876-3672, ext. 4230 info@montaukfinancial.com -----END PRIVACY-ENHANCED MESSAGE-----