-----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, Cunck3+clDJrZqKR6jVE8oljI4Xni2EyvVw6sm2Iv81kXoAMTU9LAbxVqPutCa1d He7h56icSsaoVW9qnKIa+g== 0000083125-08-000029.txt : 20081229 0000083125-08-000029.hdr.sgml : 20081225 20081229162344 ACCESSION NUMBER: 0000083125-08-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081219 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081229 DATE AS OF CHANGE: 20081229 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: 001-33656 FILM NUMBER: 081272898 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 form8kdec29.txt FORM 8-K CURRENT REPORT, DATE OF REPORT, DECEMBER 19, 2008 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 19, 2008 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 2.01 Completion of Acquisition or Disposition of Assets On December 19, 2008, First Montauk Financial Corp. (the "Registrant") and its wholly-owned broker-dealer subsidiary, First Montauk Securities Corp. ("FMSC" and together with the Registrant, "First Montauk") completed the previously announced sale of certain assets of its primary subsidiary, First Montauk Securities Corp., a registered Broker-Dealer and Investment Advisor ("FMSC") to First Allied Securities, Inc., an Advanced Equities Financial Corp. company. Upon the closing under the definitive asset purchase agreement, many of First Montauk's independent registered representatives joined First Allied, and First Allied acquired the right to service the customer accounts of those representatives that join First Allied. As previously disclosed in its proxy statement to shareholders, dated September 23, 2008, upon completion of the sale of assets to First Allied, substantially all of the assets of FMSC were sold and acquired by First Allied, and FMSC is ceasing its broker-dealer operations. To that end, First Montauk also announced that on December 23, 2008 FMSC filed with the U.S. Securities and Exchange Commission (SEC), effective December 31, 2008, Form BDW to withdraw its registration as a broker-dealer and Form ADV-W to terminate its registration as an investment advisor. Each such filing of termination is subject to approval by the SEC which is expected to be obtained within 60 days. Under the terms of the definitive asset purchase agreement, First Montauk will receive an aggregate purchase price of approximately $4,197,000 which includes receipt at the closing of a credit for $250,000 which was paid to First Montauk upon the signing of the agreement on July 11, 2008 and a credit for the cancellation of the balance of principal and interest outstanding totaling approximately $1,055,670 under a secured convertible promissory note, dated December 7, 2007 executed in connection with a loan to First Montauk by an affiliate of First Allied. The balance of the purchase price is payable in two installments, 30 days and 90 days after the closing. Such installments may be subject, however, to certain downward adjustments under the terms of the asset purchase agreement. First Montauk will use a portion of the proceeds to pay outstanding obligations of First Montauk and its broker-dealer subsidiary to wind down their existing operations and a portion of the proceeds, will be paid to those of FMSC's independent registered representatives who have affiliated with First Allied. As a result of the substantial obligations outstanding that are due and payable by First Montauk, the Registrant does not anticipate that the shareholders will receive any distribution of any proceeds of the sale of assets just completed. The Board is evaluating the benefits of positioning the Registrant as a shell company to be used as a potential merger candidate for another operating business. First Montauk does not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation. The Registrant has not contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction First Montauk also announced that the employment contracts of Victor K. Kurylak, First Montauk's President and Chief Executive Officer and Celeste Leonard, the Registrant's Executive Vice President and the Chief Compliance Officer of FMSC, will terminate on December 31, 2008 in accordance with their respective terms and will not be renewed by the Registrant. Mr. Kurylak and Ms. Leonard will, however, remain on the Board of Directors of the Registrant. Item 7.01 Regulation FD Disclosure On December 29, 2008, the Registrant issued a press release regarding certain of the matters described in this Current Report. A copy of the press release is attached as Exhibit 99.1. 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. (d) Exhibit Exhibit Title or Description Number 99.1 Press Release, dated December 29, 2008 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report 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: December 29, 2008 EXHIBIT INDEX Exhibit Description Number ------- ------------------------------------------------------------- 99.1 Press Release dated December 29, 2008 EX-99 2 ex8kdec.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] First Montauk Completes Asset Sale Transaction and Closes its Broker-Dealer Operations December 29, 2008 -- Red Bank, NJ -- First Montauk Financial Corp. (OTCBB: FMFK) announced today that it has completed the previously announced sale of certain assets of its primary subsidiary, First Montauk Securities Corp., a registered Broker-Dealer and Investment Advisor ("FMSC") to First Allied Securities, Inc., an Advanced Equities Financial Corp. company. Upon the closing under the definitive asset purchase agreement, many of First Montauk's independent registered representatives joined First Allied, and First Allied acquired the right to service the customer accounts of those representatives that join First Allied. As previously disclosed in its proxy statement to shareholders, dated September 23, 2008, upon completion of the sale of assets to First Allied, substantially all of the assets of FMSC were sold and acquired by First Allied, and FMSC is ceasing its broker-dealer operations. To that end, First Montauk also announced that on December 23, 2008 FMSC filed with the U.S. Securities and Exchange Commission (SEC), effective December 31, 2008, Form BDW to withdraw its registration as a broker-dealer and Form ADV-W to terminate its registration as an investment advisor. Each such filing of termination is subject to approval by the SEC which is expected to be obtained within 60 days. Under the terms of the definitive asset purchase agreement, First Montauk will receive an aggregate purchase price of approximately $4,197,000 which includes receipt at the closing of a credit for $250,000 which was paid to First Montauk upon the signing of the agreement on July 11, 2008 and a credit for the cancellation of the balance of principal and interest outstanding totaling approximately $1,055,670 under a secured convertible promissory note, dated December 7, 2007 executed in connection with a loan to First Montauk by an affiliate of First Allied. The balance of the purchase price is payable in two installments, 30 days and 90 days after the closing. Such installments may be subject, however, to certain downward adjustments under the terms of the asset purchase agreement. First Montauk will use a portion of the proceeds to pay outstanding obligations of First Montauk and its broker-dealer subsidiary to wind down their existing operations and a portion of the proceeds, will be paid to those of FMSC's independent registered representatives who have affiliated with First Allied. "This sale brings to an end our broker-dealer operations which have been hard-pressed to compete in this difficult economic environment", stated Victor K. Kurylak, President and Chief Executive of First Montauk. As a result of the substantial obligations outstanding that are due and payable by First Montauk, the Company does not anticipate that the shareholders will receive any distribution of any proceeds of the sale of assets just completed. The Board is evaluating the benefits of positioning the Company as a shell company to be used as a potential merger candidate for another operating business. First Montauk does not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation. The Company has not contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. First Montauk also announced that the employment contracts of Mr. Kurylak and Celeste Leonard, the Company's Executive Vice President and the Chief Compliance Officer of FMSC, will terminate on December 31, 2008 in accordance with their respective terms and will not be renewed by the Company. Mr. Kurylak and Ms. Leonard will, however, remain on the Board of Directors of the Company. Montauk Financial Group is a service mark of First Montauk Securities Corp., Member FINRA/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 its 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 First Montauk Financial Corp.'s estimated or anticipated future results or other non-historical facts are forward-looking and reflect First Montauk'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 Securities and Exchange Commission filings of First Montauk, including each of First Montauk's annual reports on Form 10-K and quarterly reports on Form 10-Q, and its 2008 Annual Meeting Proxy Statement. The forward-looking statements speak only as of the date of this release. Each of First Montauk and its subsidiaries 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. Robert I. Rabinowitz (800) 876-3672, ext. 4223 info@montaukfinancial.com #### -----END PRIVACY-ENHANCED MESSAGE-----