0001144204-05-010373.txt : 20120618 0001144204-05-010373.hdr.sgml : 20120618 20050404152733 ACCESSION NUMBER: 0001144204-05-010373 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC CASCADE FINANCIAL 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51125 FILM NUMBER: 05729581 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIAGE PARTNERS LLC CENTRAL INDEX KEY: 0001163684 IRS NUMBER: 134200309 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212 697 5200 SC 13D/A 1 v015771_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* OLYMPIC CASCADE FINANCIAL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 68158N106 (CUSIP Number) Triage Partners LLC 90 Park Avenue, 39th Floor New York, New York 10016 (212) 697-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D (Amendment No. 7) CUSIP NO. 68158N106 ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Triage Partners LLC ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X|* ------------------------------------------------------------------------------- 3. SEC Use Only ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization New York ------------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 963,199** Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 ------------------------------------------------------------------------------- 9. Sole Dispositive Power 963,199** ------------------------------------------------------------------------------- 10. Shared Dispositive Power 0 ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 963,199** ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 17.0%*** ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO ------------------------------------------------------------------------------- * The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** This amount includes 628,199 shares of Common Stock issuable upon conversion of the Company's Series A Convertible Preferred Stock (the "Preferred Stock") and 50,000 warrants. *** Calculated after including the above referenced shares of Common Stock issuable upon conversion of the Preferred Stock, and upon conversion of warrants in the numerator and the denominator. SCHEDULE 13D (Amendment No. 7) CUSIP NO. 68158N106 ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Steven B. Sands ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X|* ------------------------------------------------------------------------------- 3. SEC Use Only ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) AF ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization USA ------------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 10,000 Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 963,199** ------------------------------------------------------------------------------- 9. Sole Dispositive Power 10,000 ------------------------------------------------------------------------------- 10. Shared Dispositive Power 963,199** ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 973,199** ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 17.1%*** ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN ------------------------------------------------------------------------------- * The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** This amount includes 913,199 shares of Common Stock issuable upon conversion of the Company's Series A Convertible Preferred Stock (the "Preferred Stock") and 50,000 warrants. *** Calculated after including the above referenced shares of Common Stock issuable upon conversion of the Preferred Stock, and upon exercise of options and warrants in the numerator and the denominator. SCHEDULE 13D (Amendment No. 7) Item 1. Security and Issuer. This Amendment No. 7 amends and supplements the statements on Schedule 13D, as amended, (the "Schedule 13D") relating to the common stock, par value $.02 per share (the "Common Stock"), of Olympic Cascade Financial Corporation, a Delaware corporation (the "Company" or the "Issuer"), and filed with the Securities and Exchange Commission on behalf of (i) Triage Partners LLC and (ii) Steven B. Sands. Except as disclosed herein, there has been no change in the information previously reported in the Schedule 13D. Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Item 2. Identity and Background Item 4 is hereby amended and supplemented by adding thereto the following: On March 31, 2005, Steven B. Sands resigned as Chairman of the Board of Directors of the Company and as a director of the Company, effective immediately. Item 4. Purpose of Transaction Item 4 is hereby amended and supplemented by adding thereto the following: In March 2005, the Board of Directors of the Company declared and paid an in-kind dividend effective April 30, 2005 to record holders of its Series A Preferred Stock as of March 31, 2005. Dividends on the Series A Preferred Stock accrue on a quarterly basis at a rate of 9% per annum per share. Triage Partners received a dividend of 606 shares of Series A Preferred Stock on the record date. Such shares are convertible into shares of Common Stock at no greater than $1.50 per share, or such lesser amount as the parties may agree and subject to the rules and regulations of The American Stock Exchange. In connection with Mr. Sands' resignation as Chairman of the Board of Directors and as a director, on March 31, 2005, the Board of Directors of the Company approved the issuance to Mr. Sands or his designee of a three-year warrant to purchase 50,000 shares of the Company's Common Stock at $1.25 per share. Mr. Sands designated Triage Partners LLC as his designee for receipt of the warrants. As a result of Mr. Sands' resignation, the options to purchase 10,000 shares of Common Stock of which he is the beneficial owner will expire on April 30, 2005. Item 5. Interest in Securities of the Issuer. (a) According to the Company, there were 4,995,878 shares of Common Stock outstanding as of February 10, 2005. Triage Partners is the beneficial owner of 963,199 shares of Common Stock (including 628,199 shares of Common Stock issuable upon conversion of the Company's Series A Convertible Preferred Stock and 50,000 shares issuable upon exercise of warrants), which represents 17.0% of the outstanding shares of Common Stock. Steven B. Sands is the beneficial owner of 10,000 shares of Common stock issuable upon exercise of options exercisable within 60 days. Additionally, because Mr. Sands is the Manager and a member of Triage Partners, Mr. Sands may be deemed to own beneficially the 963,199 shares of Common Stock held by Triage Partners. Collectively, Mr. Sands' beneficial ownership represents 17.1% of the outstanding shares of Common Stock. (b) Triage Partners has the power to direct the vote of 963,199 shares of Common Stock and the power to direct the disposition of 963,199 shares of Common Stock. Mr. Sands has power to direct the vote and disposition of 10,000 shares of Common Stock issuable upon exercise of options exercisable within 60 days. Additionally, by virtue of his relationship with Triage Partners, Mr. Sands may also be deemed to have the power to direct the vote of 963,199 shares of Common Stock and the power to direct the disposition of 963,199 shares of Common Stock. (c) Except as set forth in this Statement, there have been no sales or purchases with respect to the Issuer's Shares effected during the past 60 days by any of the Reporting Persons listed in (a) above. (d) Not Applicable. (e) Not Applicable. Item 7. Material to Be Filed as Exhibits. Exhibit 1: Warrant issued by the Company to Triage Partners LLC dated April 1, 2005. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 4, 2005 TRIAGE PARTNERS LLC By: /s/ Steven B. Sands ------------------- Name: Steven B. Sands Title: Manager /s/ Steven B. Sands ------------------- Steven B. Sands EX-1 2 v015771_ex1.txt THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. April 1, 2005 OLYMPIC CASCADE FINANCIAL CORPORATION COMMON STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, TRIAGE PARTNERS LLC is entitled, upon the terms and subject to the conditions hereinafter set forth, at such times after the date hereof as are set forth below, to acquire from Olympic Cascade Financial Corporation, a Delaware corporation (the "Company"), in whole or, from time to time, in part, up to FIFTY THOUSAND (50,000) fully paid and nonassessable shares of Common Stock, $.02 par value, of the Company (the "Warrant Shares") at a purchase price per share (the "Exercise Price") of $1.25. Such number of shares, type of security and Exercise Price are subject to adjustment as provided herein, and all references to "Warrant Shares" and "Exercise Price" herein shall be deemed to include any such adjustment or series of adjustments. The Warrant Shares shall vest immediately upon their issuance by the Company. 1. Term. (a) Commencement of Exercisability. Subject to the provisions described above and Section 4 below, the Warrant is exercisable, in whole or in part, at any time and from time to time from the date hereof through the Expiration Date (as defined in Section 1(b) below). (b) Termination and Expiration. If not earlier exercised, the Warrant shall expire on the third (3rd) anniversary of the date hereunder (the "Expiration Date"), subject to Section 4 below. 2. Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, exercise of this Warrant shall be made, in whole or in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company and by the payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased, which amount may be paid in cash or by check. In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered to the Holder hereof within a reasonable time and, unless this Warrant has been fully exercised or expired, a new Warrant representing that portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall also be issued to the Holder within such reasonable time. 3. Stock Fully Paid; Reservation of Warrant Shares. All of the Warrant Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. 4. Adjustment of Exercise Price and Number of Shares of Warrant Shares. Subject to the provisions of Section 2 hereof, the number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price therefor shall be subject to adjustment, from time to time, upon the occurrence of certain events, as follows: (a) In the event the Company shall at any time following the date hereof subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased; and in the event the Company shall at any time following the date hereof combine the outstanding shares of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be. (b) If the Company is, following the date hereof, recapitalized through the subdivision or combination of its outstanding shares of Common Stock into a larger or smaller number of shares, the number of shares of Common Stock for which this Warrant may be exercised shall be increased or reduced in the same proportion as the increase or decrease in the outstanding shares of Common Stock and the then applicable Exercise Price shall be adjusted by multiplying by a fraction with a numerator equal to the number of shares of Common Stock purchasable upon exercise hereof immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock purchasable immediately following such subdivision or combination. (c) Subject to Section 1 hereof, in the event of any consolidation or merger of the Company with another entity in a bona fide transaction (i.e., not a mere recapitalization, reincorporation for the purpose of changing corporate domicile, or similar transaction), at any time prior to the Expiration Date, the Holder shall have the right upon exercise of this Warrant, to receive the same kind and number of Warrant Shares and other securities, cash or other property as would have been distributed to the Holder had the Holder exercised this Warrant immediately prior to such consolidation or merger. Notwithstanding -2- the foregoing, in the event that the per share consideration price paid in the bona fide transaction is lower than the then effective Exercise Price, this Warrant shall expire without value upon consummation of the bona fide transaction. 5. Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu thereof, the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect. 6. Transfer, Assignment or Loss of Warrant and Warrant Shares. (a) This Warrant and the Warrant Shares to be issued or issuable upon exercise of this Warrant, may not be assigned or transferred except as provided in this Section 6 and in accordance with and subject to the provisions of the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder (said Act and such Rules and Regulations being hereinafter collectively referred to as the "Act"). Upon exercise of this Warrant, the holder hereof shall confirm in writing, in the form of Exhibit B, that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. Any purported transfer or assignment made other than in accordance with this Section 6 shall be null and void and of no force and effect. (b) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form attached hereto as Exhibit C duly executed. In such event the Company shall, upon payment by the Holder of any issuance or transfer tax incurred or to be incurred by the Company with respect to such transfer, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation thereof at the principal office of the Company together with a written notice signed by the Holder thereof, specifying the names and denominations in which new warrants are to be issued. Upon any partial transfer, the Company will sign, issue and deliver to the Holder a new Warrant with respect to any portion not so transferred. (c) Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant (provided that an affidavit of the Holder shall be satisfactory for such purpose), and of indemnity satisfactory to it (provided that if the Holder is the original Holder of this Warrant, its own indemnification agreement shall under all circumstances be satisfactory, and no bond shall be required), and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, or destroyed Warrant shall thereupon become void. (d) In order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent. (e) The Company shall not be required (i) to transfer on its books the Warrant or any Warrant Shares that have been sold or otherwise transferred in violation of any of the provisions of this Warrant or (ii) to treat as owner -3- of such Warrant Shares or to accord the right to vote or pay dividends to an purchaser or other transferee to whom such Warrant Shares shall have been so transferred. 7. Representations and Covenants of the Holder. The Holder represents that this Warrant and any Warrant Shares issued or issuable upon exercise of this Warrant, to be received will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting any participation in or otherwise distributing the same. Such Holder understands and acknowledges that the offering of this Warrant, and any issuance of Common Stock on conversion thereof, will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration pursuant to Section 4(2) of the Act, and that the Company's reliance on such exemption is predicated on the Holder's representations set forth herein. Such Holder represents that it is experienced in evaluating companies such as the Company, is able to fend for itself in investments such as this one, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Company. 8. Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. 9. Piggy-back Registration Rights. (a) If the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to the Holder a written notice of such determination and, if within 15 days after the date of such notice, such Holder shall so request in writing delivered to the Company, the Company shall include in such registration statement all or any part of the Warrant Shares the Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, that, the Company shall not be required to register any Warrant Shares pursuant to this Section 9 that are eligible for resale pursuant to Rule 144(k) or that are the subject of a then effective Registration Statement. -4- (b) All expenses (other than underwriting discounts and commissions, brokerage fees and applicable transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to this Section 9, including, without limitation, all registration, filing and qualification fees, printers' and accounting fees and fees and disbursements of counsel for the Company, shall be borne by the Company. Further, the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing or authorizing for quotation the securities to be registered on each securities exchange, market or automated quotation system on which any shares of Common Stock are then listed or quoted. (c) Each of the Company and the Holder shall indemnify the other party hereto and their respective officers, directors, employees and agents against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) by the indemnifying party of a material fact contained in any prospectus or other document (including any related registration statement, notification or the like) incident to any registration of the type described in this Section 9, or any omission (or alleged omission) by the indemnifying party to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such indemnified party for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action; provided that no party will be eligible for indemnification hereunder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished by such party for use in connection with such registration. (d) The Holder shall furnish to the Company or the Underwriter, as applicable, such information regarding the Holder and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering referred to in this Section 9. The Holder shall cooperate as reasonably requested by the Company in connection with the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding the Holder and its plan of distribution of the Warrant Shares included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith. 10. Notices, Etc. All notices and other communications from the Company to the Holder shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by the Holder. 11. Governing Law, Headings. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. -5- "COMPANY" OLYMPIC CASCADE FINANCIAL CORPORATION By: /s/ Mark Goldwasser ------------------------- Name: Mark Goldwasser Title: Chief Executive Officer -6- EXHIBIT A NOTICE OF EXERCISE TO: OLYMPIC CASCADE FINANCIAL CORPORATION (i) The undersigned hereby elects to purchase ___________ shares of Common Stock pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such Common Stock in full. (ii) Please issue a certificate or certificates representing said Common Stock in the name of the undersigned or in such other name as is specified below: Name: Address: (iii) The undersigned hereby represents and warrants that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or, for resale in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares. By: -------------------------------------------------- Name: ------------------------------------------------ Title: ----------------------------------------------- Date: ------------------------------------------------ -7- EXHIBIT B INVESTMENT REPRESENTATION STATEMENT PURCHASER: COMPANY: OLYMPIC CASCADE FINANCIAL CORPORATION SECURITY: COMMON STOCK AMOUNT: DATE: In connection with the purchase of the above-listed securities (the "Securities"), I, the Purchaser, represent to the Company the following: (a) I am aware of the Company's business affairs and financial condition, and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. I am purchasing these Securities for my own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1933 (the "Securities Act"). (b) I understand that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of my investment intent as expressed herein. In this connection, I understand that, in the view of the Securities and Exchange Commission (the "SEC"), the statutory basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. (c) I further understand that the Securities must be held for at least one (1) year under Rule 144 promulgated under the Securities Act, unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. Moreover, I understand that the Company is under no obligation to register the Securities except as set forth in the Registration Rights Agreement. In addition, I understand that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel for the Company. (d) I am aware of the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. (e) I am aware that the Securities involve a high degree of risk and that I may suffer a total loss of my investment. I have been provided with the -8- Company's periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "34 Act Filings"), including the Company's most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Proxy Statement on Schedule 14A. I have read the information in such reports, including the information under the caption "Risk Factors" contained in the Company's 34 Act Reports. (f) I further understand that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. ------------------------------- Name of Purchaser ------------------------------- Signature of Authorized Signatory ------------------------------- Print Name and Title ------------------------------- Date -9- EXHIBIT C ASSIGNMENT FORM FOR VALUE RECEIVED, _______________________________ hereby sells, assigns and transfers unto ______________________________________________________ (Name and Address) the right to purchase Warrant Shares represented by this Warrant to the extent of ___________ shares and does hereby irrevocably constitute and appoint ____________________________ __________________, attorney, to transfer the same on the books of the Company with full power of substitution in the premises. Dated: _______________ , ____ By:______________________________________________ Name:____________________________________________ Title:___________________________________________