-----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, WngN41nahnaiaRIgWkn/2Q2luWduYUYVG9PZ5nezGfPwAVMws29vNOynFeXggokE JT5QoAzmc8XA/zDePPuoyw== 0000083125-07-000008.txt : 20070302 0000083125-07-000008.hdr.sgml : 20070302 20070302171533 ACCESSION NUMBER: 0000083125-07-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070226 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 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: 07668771 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 form8kmar2007.txt DATE OF REPORT FEBRUARY 26, 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): February 26, 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 5.01 Changes in Control of Registrant. On February 26, 2007, the Registrant received a copy of Amendment No. 4 to Schedule 13D, dated February 23, 2007 ("Amendment No. 4"), filed with the Securities and Exchange Commission jointly by Edward H. Okun ("Okun"), FMFG Ownership, Inc. ("FMFG") and FMFG Ownership II, Inc. ("FMFG II"). Mr. Okun owns 100% of the capital stock of each of FMFG and FMFG II. Based upon the Registrant's review of Amendment No. 4, the Registrant determined that a change in control of the Registrant has, or may, occur. The information set forth in this Section 5.01 is based solely upon the information contained in the Amendment No. 4 and Forms 4/A filed by certain former officers and directors and the Registrant has no additional information with respect to the matters set forth in this Item 5.01 as of the date hereof. All percentage amounts of common stock, no par value per share ("Common Stock") of the Registrant beneficially owned and reported in this Form 8-K are based on 18,511,553 shares of Common Stock issued and outstanding reported in the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. The foregoing description of Amendment No. 4 is qualified in its entirety by reference to Amendment No. 4. (a)(1) As of February 23, 2007, Mr. Okun beneficially owns 11,117,027 shares of Common Stock of the Registrant representing 52.8% of the outstanding voting power of the Registrant through two affiliated companies, FMFG and FMFG II, which as of February 23, 2007 own 5,105,522 shares of Common Stock and 6,011,505 shares of Common Stock, respectively, as described herein. FMFG's beneficial ownership of 5,105,522 shares includes 4,539,348 shares of Common Stock and 566,174 shares of Common Stock which may be issued upon the conversion of 283,087 shares of Series A Preferred Stock, $.10 par value per share, which are convertible at any time on a one-for two basis at the option of the holder. FMFG II's beneficial ownership of 6,011,505 ahares includes 4,033,265 shares of Common Stock and 197,824 shares of Series B Preferred Stock, $.10 par value per share, of the Registrant which are convertible into 1,978,240 shares of Common Stock at any time on a one-for-ten basis at the option of the holder. (a)(2) On February 23, 2007, FMFG II purchased (i) 4,033,265 shares of Common Stock in privately negotiated transactions for $1.00 per share, and (ii) 197,824 shares of Series B Preferred Stock in a privately negotiated transaction for $10.00 per share. FMFG II's 6,011,505 represent 29.3% of the issued and outstanding shares of Common Stock. FMFG had previously purchased 5,105,522 shares of Common Stock in June 2006. (a)(3) Based upon Amendment No. 4, Mr. Okun now indirectly beneficially owns an aggregate of 11,117,027 shares of Common Stock which represents 52.8% of the outstanding voting shares of the Registrant. (a)(4) FMFG acquired the foregoing securities in June 2006 for $5,665,663 in cash. FMFG II acquired the foregoing securities on February 23, 2007 for $6,011,505 in cash. (a)(5) The source of funds to acquire all of the 11,117,027 shares of Common Stock, including the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock is the personal funds of Mr. Okun. (a)(6) Although FMFG II acquired the foregoing shares in privately negotiated transactions, based upon Form 4/A filings by two former officers and directors of the Registrant on February 28, 2007, 1,609,927 shares of Common Stock and all of the 197,824 shares of Series B Preferred Stock were acquired by FMFG II from these former officers and directors of the Registrant. The Registrant has no knowledge of the other sellers of shares of Common Stock purchased by FMFG II on February 23, 2007. (a)(7) According to Amendment No. 4, in connection with the purchases of the foregoing shares of Common Stock and Series B Preferred Stock by FMFG II, the sellers of such securities granted Mr. Okun a proxy to vote such securities until they are transferred into the name of FMFG II. To date, Mr. Okun has not assumed control of the Board of Directors or management of the Registrant. However, representatives of Mr. Okun have contacted the Registrant and requested representation on its Board of Directors. (a)(8) Not applicable. (b) Information required by Item 403(c) of Regulation S-K. Except for the information disclosed by Mr. Okun in Amendment No. 4 and the information described above in Item (a)(7) of this Form 8-K, the Registrant is not aware at this time of any arrangement which may result in a change of control. Based upon Amendment No. 4 and except for the foregoing, to the actual knowledge of management of the Registrant, neither Mr. Okun, FMFG nor FMFG II has effected any transactions or has any rights to acquire within 60 days any shares of Common Stock of the Registrant within 60 days from options, warrants, rights, conversion privileges or similar obligations. c Item 8.01 Other Events. On March 2, 2007, the Registrant issued a press release disclosing the information described in Item 5.01 of this Current Report on Form 8-K and additional information regarding pending litigation between the Registrant and Edward H. Okun, Investment Properties of America, LLC and several affiliated entities. 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 March 2, 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: President and Chief Executive Officer Date: March 2, 2007 EXHIBIT INDEX Exhibit Number Description - -------------------------------------------------------------------------------- 99.1 Press Release, dated March 2, 2007 EX-99 2 ex993207.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] Edward Okun and Affiliates Acquire Majority Voting Power Over First Montauk Financial Corp. March 2, 2007 -- Red Bank, NJ -- First Montauk Financial Corp. (OTCBB: FMFK) announced that on February 26, 2007, Edward Okun, a real estate entrepreneur based in Miami, Florida, and certain affiliates filed an amendment to their Schedule 13D with the Securities and Exchange Commission disclosing that they now beneficially own 52.8% of the voting securities of the Company. According to the Okun group's amended Schedule 13D, the additional shares of First Montauk common stock were purchased in privately negotiated transactions for $1.00 per share and the 197,824 shares of Series B preferred stock (convertible into 10 shares of common stock per share of Series B preferred stock) were purchased for $10.00 per share. The Series B Preferred Stock and certain of the shares of Common Stock were purchased from two former officers and directors of First Montauk. As disclosed in the Schedule 13D, the purpose of the transaction is to acquire a controlling interest in First Montauk. Representatives of the Okun group have contacted First Montauk and requested representation on the Board of Directors. The parties have been conducting discussions concerning this request and expect to continue these discussions over the next several days. The parties originally executed a merger agreement on May 5, 2006 under which affiliates of Mr. Okun would purchase all of the outstanding shares of Common Stock of First Montauk for $1.00 per share in cash, all of the Series A Preferred Stock, which is convertible into two shares of common stock, for $2.00 per Series A share in cash, and all of the Series B Preferred Stock, which is convertible into ten shares of common stock, for $10.00 per Series B share in cash. On August 17, 2006, the shareholders of First Montauk, including the Okun group, overwhelmingly voted to approve the merger agreement and the merger. However, on December 29, 2006, First Montauk reported that the merger agreement had been terminated by the Okun affiliates on various grounds including First Montauk's alleged material breach of one of more of its representations, warranties, covenants or agreements. First Montauk strongly denied that the purported termination was appropriate and on January 8, 2007 filed a lawsuit in New Jersey Superior Court, Monmouth County, against Edward H. Okun, Investment Properties of America LLC (IPofA), his principal operating company which is headquartered in Richmond, Virginia, and several other affiliated entities that he controls for their breach of the merger agreement. That lawsuit alleged, among other things, that the Okun group breached the merger agreement without cause or justification. First Montauk's complaint demanded, in part, specific performance of the merger agreement and completion of the merger. Subsequently, affiliates of Mr. Okun filed an action in the Circuit Court of the State of Florida and a shareholder derivative action in the Federal District Court for the District of New Jersey against certain directors and officers of the company. First Montauk believes these actions are based on the same facts and circumstances as the previous action filed by First Montauk against Mr. Okun and his affiliates for their breach of the merger agreement, and are part of his response to the lawsuit. 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 through its network of independent financial professionals. 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-----