8-K

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 17, 2015

National Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-12629	36-4128138
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
410 Park Avenue, 14th Floor, New York, NY		10271
(Address of Principal Executive Offices)		(Zip Code)

(212) 417-8000

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 19, 2015, National Holdings Corporation (the “Company”) issued a press release announcing its financial results for its fiscal first quarter ended December 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference

The information set forth or incorporated by reference in this Item 2.02 of this Current Report on Form 8-K, including the applicable portion of the press release attached as Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference into any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 17, 2015, the Company filed an Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, $0.02 par value per share (the “Common Stock”). The Reverse Stock Split became effective at 12:01 a.m. on February 19, 2015. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

As a result of the Reverse Stock Split, each ten (10) shares of the Company’s issued and outstanding Common Stock has been automatically combined and converted into one (1) issued and outstanding share of Common Stock. The Reverse Stock Split has affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the Common Stock outstanding prior to the Reverse Stock Split from approximately 124.5 million shares to approximately 12.5 million shares. The number of authorized shares of Common Stock was not affected by the Reverse Stock Split.

No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of Common Stock not evenly divisible by ten, will have the number of post-reverse split shares of the Common Stock to which they are entitled rounded up to the nearest whole share.

The Common Stock began to trade on the OTCQB on a post-split basis on February 19, 2015. The Company's trading symbol has changed to “NHLDD” for a period of 20 business days, after which the last “D” will be removed and the Company's trading symbol will revert to the original symbol of “NHLD”. In connection with the Reverse Stock Split, the Company's CUSIP number changed to 636375206.

Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts as of February 19, 2015. Beneficial holders may contact their bank, broker, or nominee for more information. Stockholders with shares held in certificated form will receive a Letter of Transmittal and instructions for exchanging their certificates from the Company’s exchange agent, Computershare Trust Company

Item 8.01 Other Events.

On February 19, 2015, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits:

3.1 Certificate of Amendment to the Certificate of Incorporation filed by National Holdings Corporation with the Secretary of the State of Delaware on February 17, 2015.

99.1 Press release issued by National Holdings Corporation on February 17, 2015.

99.2 Press release issued by National Holdings Corporation on February 19, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	National Holdings Corporation
	(Registrant)
Date:     February 20, 2015	By:	/s/ Robert B. Fagenson
		Robert B. Fagenson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Certificate of Incorporation filed by National Holdings Corporation with the Secretary of the State of Delaware on February 17, 2015.

99.1 Press release issued by National Holdings Corporation on February 17, 2015.

99.2 Press release issued by National Holdings Corporation on February 19, 2015.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

OF

NATIONAL HOLDINGS CORPORATION

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, National Holdings Corporation, a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY:

1. The name of the corporation is National Holdings Corporation (the “Corporation”).

2. The original name of the Corporation was Olympic Cascade Financial Corporation and the date of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware was September 27, 1996.

3. The provisions of the present Fourth paragraph of the Certificate of Incorporation Article IV are amended by adding the following after the first sentence of the Fourth paragraph, with no changes to be made to the first sentence or subsequent sentences and provisions of Article IV:

“Effective upon the effective time of this Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Split Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Split Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Split Effective Time are reclassified into a smaller number of shares such that each ten (10) shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued. In lieu thereof, any fractional shares that would otherwise be issuable as a result of the foregoing reverse stock split shall be rounded up to the nearest whole share of New Common Stock. The term “New Common Stock” as used herein shall mean Common Stock, as provided in the Certificate of Incorporation, as reclassified and outstanding after giving effect to the foregoing reclassification of Common Stock.

Each stock certificate that, immediately prior to the Split Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time shall, from and after the Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Split Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive rounded up shares of Common Stock in lieu of fractional shares after the Split Effective Time).”

4. This Certificate of Amendment shall be effective February 19, 2015 at 12:01 A.M. Eastern Time.

5. This amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL.

[Signature on the following page]

Dated: February 17, 2015

NATIONAL HOLDINGS CORPORATION

By:	/s/ Robert B. Fagenson
	Name: Robert B. Fagenson
	Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

NATIONAL HOLDINGS CORPORATION REPORTS FISCAL FIRST QUARTER 2015 FINANCIAL RESULTS; ANNOUNCES PENDING UPLIST TO NASDAQ CAPITAL MARKET

Management to Host Conference Call on February 23, 2015 at 5:00 p.m. ET

NEW YORK, February 17, 2015 – National Holdings Corporation (OTC BB: NHLD)(”National Holdings” or the “Company”), a full-service investment banking and asset management firm, today announced financial results for the Company’s fiscal first quarter ended December 31, 2014.

Fiscal First Quarter and Year-To-Date 2015 Highlights

● Generated total revenues of $41.2 million, compared with revenues of $41.2 million for the same period last year

● Increased investment banking revenues by 54% to $5.1 million, compared with revenues of $3.3 million for the same period last year

● Approved 1:10 reverse stock split, pursuant to the authorization previously granted by stockholders at the Company’s most recent Annual Meeting, and in advance of pending uplist to NASDAQ Capital Market

● Maintained strong balance sheet with over $21 million in cash and no debt

Robert Fagenson, National Holdings’ Executive Chairman and Chief Executive Officer, commented, “During this quarter, we benefited from strong growth in investment banking revenues and solid performances from our retail brokerage, accounting and asset management segments, which all contributed to maintaining our top line results. Despite maintaining revenue levels, operating income was impacted by a lower margin revenue mix due in large part to a decline in alternative investment product sales.

October was a good month financially. However, on October 29th one of our major issuers of alternative investment products made a series of announcements that introduced questions regarding their accounting practices. Accordingly in November, we immediately suspended the availability of a number of the issuer’s products on our platform, which resulted in a negative effect on revenue and net income for the remainder of the quarter. We believe the determination and action to suspend availability of these products was made appropriately in the best interests of our customers and our retail branch network and was the right thing to do.   

We are hopeful that with additional information that is now available regarding the issuer and the resumption of availability of certain of their products together with an expanded array of alternative products now being offered throughout our network, that we will see sales of alternatives rebound in our current and successive quarters.

The completion of our 1:10 reverse split later this week is the last significant milestone on our road to up-listing our shares to the NASDAQ Capital Market, which we expect will occur shortly after the required post split trading period in early March. Our balance sheet remains strong with over $21 million in cash and no debt which gives us the flexibility we need to act quickly on expansion opportunities as they present themselves.”

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Mark Goldwasser, National Holdings’ President and Chief Executive Officer of the Company’s broker-dealer subsidiary, National Securities, added, “Our investment banking and asset management businesses remained strong in the first fiscal quarter of 2015 achieving 54% and 18% revenue growth as compared to the same quarter in 2014. Our pipeline remains in excellent shape showing an increasing list of corporate clients seeking our services. We served as lead or co-lead manager in 10 transactions for emerging growth companies during the quarter. While the interruption in alternative investment sales negatively impacted the quarter, we believe successive quarters will reflect the strongest periods for our tax and accounting segments as well as the final stage of our planned integration and cost benefits resulting from our successful Gilman acquisition as well as continuing additions to our network of quality brokers. I am aware that many of our shareholders have been anxiously awaiting our move to the NASDAQ Capital Market which we now expect to occur during the first week of March.”

Alan Levin, National Holdings’ Chief Financial Officer, commented, “When comparing revenues for the current quarter to the same quarter last year, it is interesting to note that in the first fiscal quarter of 2014, the company recorded realized and unrealized profit of $338,000, as compared to $20,000 the first fiscal quarter of 2015. These profits are on positions that the Company had acquired from investment banking transactions in prior years.”

Fiscal First Quarter Ended December 31, 2014 Financial Review

National Holdings reported fiscal first quarter 2015 revenue of $41.2 million, which is in line with total revenue in the fiscal first quarter 2014. The Company experienced a 54% increase in investment banking revenues to $5.1 million and investment advisory fees increased 18% to $3.8 million, offset by a 12% decline in commission revenues due to reduced sales of certain alternative investments. Revenues from the Company’s tax and accounting business also increased 41% to $0.8 million.

Total expenses increased 1% to $40.7 for the quarter ended December 31, 2014, compared with $40.1 million in the quarter ended December 31, 2013. The increase in total expenses is due to an increase in commissions, compensation and fees which is partly the result of higher commissions payout as a percentage of revenues due to accelerated payouts to newly added producers as well as higher payouts due to product mix.

Adjusted EBITDA, a non-GAAP measure, was $1.0 million in the quarter ended December 31, 2014, compared with $1.6 million in the quarter ended December 31, 2013.

Income from operations for the three months ended December 31, 2014 was $0.5 million, compared with $1.1 million for the three months ended December 31, 2013. The decline was partially attributable to the revenue recognized from the exercise of warrants and shares in the prior year quarter, as discussed above. On a GAAP basis, net income for the three months ended December 31, 2014 was $0.3 million, or $0.00 per basic and diluted share, compared with net income of $1.0 million, or $0.01 per basic and diluted share in 2013.

Balance Sheet

As of December 31, 2014, National Holdings had $21.8 million in cash and no long term debt. The Company reported total stockholders’ equity of approximately $45.0 million, which represents a slight increase from September 30, 2014.

Business Update

FINRA Approval of 1:10 Reverse Split of Common Stock

National Holdings Board of Directors has approved moving forward with the reverse split of the Company’s issued and outstanding common stock at a fixed ratio of 1-for-10, pursuant to the authorization previously granted by stockholders at the Company’s most recent Annual Meeting. Subject to the completion of the necessary notice and waiting period required by FINRA, the reverse stock split will be effective at the close of market trading on February 19, 2015 and is intended to facilitate the listing of National Holding's common stock on the NASDAQ Capital Market which is anticipated to occur in early March.

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Conference Call

National Holdings will host a conference call to discuss its fiscal first quarter 2015 financial results and provide a business update on Monday, February 23, 2015, at 5:00 p.m. ET. To access the teleconference, please dial (706) 902-2067 (domestic and international) approximately ten minutes before the teleconference’s scheduled start time and reference ID # 89072097.

If you are unable to access the live teleconference, a replay will be available beginning approximately two hours after the call’s completion and available through March 2, 2015. The teleconference replay can be accessed by dialing (404) 537-3406 (domestic and international) and entering the ID# 89072097. An audio file replay will also be available on the investor relations portion of National Holding’s website at http://www.nhldcorp.com/investors.aspx.

About National Holdings Corporation

National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, financial planning, market making, tax preparation, insurance and annuities, to corporations, institutional investors and high net-worth clients. With over 1,100 independent advisors, brokers, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National Holdings operates through five subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation, National Asset Management, Inc. and Gilman Ciocia, Inc. The Company was founded in 1947 and is headquartered in New York and Florida. For more information, visit www.nhldcorp.com.

Safe Harbor Statements

This release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Information on significant potential risks and uncertainties that may also cause differences include, but is not limited to, those mentioned by National Holdings from time to time in their filings with the SEC. The words “may,” “will,” “believe,” “estimate,” “expect,” “plan,” “intend,” “project,” “anticipate,” “could,” “would,” “should,” “seek,” “continue,” “pursue” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. National Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of our Annual Report on Form 10-K and in or periodic reports on Form 10-Q, and, therefore, readers should not place undue reliance on these forward-looking statements.

Contacts:

National Holdings Corporation

Robert Fagenson, 212-417-8210          

Or

Prosek Partners

Nick Rust, 212-279-3115

nrust@prosek.com

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Source: National Holdings Corporation

(Financial Tables Follow)

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NATIONAL HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	December 31,			September 30,
	2014			2014
	(Unaudited)
ASSETS
Cash	$	21,802,000		$	24,465,000
Restricted Cash		217,000			92,000
Cash deposits with clearing organizations		1,005,000			1,005,000
Securities owned, at fair value		1,421,000			1,061,000
Receivables from broker-dealers and clearing organizations		3,407,000			4,985,000
Forgivable loans receivable		793,000			662,000
Other receivables, net		3,735,000			3,998,000
Prepaid expenses		1,579,000			932,000
Fixed assets, net		879,000			752,000
Intangible assets, net		7,398,000			7,595,000
Goodwill		6,531,000			6,531,000
Deferred tax asset, net		11,753,000			11,925,000
Other assets, principally refundable deposits		64,000			790,000
Total Assets	$	61,174,000		$	64,793,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Securities sold, but not yet purchased, at fair value	$	19,000		$	55,000
Accrued commissions and payroll payable		10,689,000			13,520,000
Accounts payable and accrued expenses		4,465,000			5,636,000
Deferred clearing credit		945,000			971,000
Other		62,000			79,000
Total Liabilities		16,180,000			20,261,000
Stockholders’ Equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding
Common stock $0.02 par value, 150,000,000 shares authorized; 124,454,783 issued and outstanding at December 31, 2014 and at September 30, 2013		2,490,000			2,490,000
Additional paid-in-capital		77,764,000			77,596,000
Accumulated deficit		(35,275,000	)		(35,569,000	)
Total National Holdings Corporation Stockholders’ Equity		44,979,000			44,517,000
Non-Controlling interest		15,000			15,000
Total Stockholders’ Equity		44,994,000			44,532,000
Total Liabilities and Stockholders’ Equity	$	61,174,000		$	64,793,000

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NATIONAL HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Month Period Ended December 31,
	2014		2013
Revenues
Commissions	$	24,416,000	$	27,607,000
Net dealer inventory gains		3,439,000		3,158,000
Investment banking		5,122,000		3,333,000
Investment advisory		3,825,000		3,240,000
Interest and dividends		831,000		933,000
Transfer fees and clearing services		2,715,000		2,316,000
Tax preparation and accounting		759,000		538,000
Other		94,000		56,000
Total Revenues		41,201,000		41,181,000
Operating Expenses
Commissions, compensation and fees		35,288,000		34,599,000
Clearing fees		642,000		1,037,000
Communications		1,248,000		1,140,000
Occupancy		1,021,000		953,000
License and registration		400,000		446,000
Professional fees		725,000		869,000
Interest		4,000		16,000
Depreciation and amortization		281,000		264,000
Other administrative expenses		1,077,000		790,000
Total Operating Expenses		40,686,000		40,114,000
Income before Income Tax Expense		515,000		1,067,000
Income tax expense		221,000		108,000
NET INCOME ATTRIBUTABLE TO NATIONAL HOLDINGS CORPORATION	$	294,000	$	959,000
Net income per share of common stock - Basic	$	0.00	$	0.01
Net income per share of common stock - Diluted	$	0.00	$	0.01
Weighted number of shares outstanding - Basic		124,454,783		119,797,610
Weighted number of shares outstanding - Diluted		124,916,096		121,269,503

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Non-GAAP Financial Measures

To provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, the Company supplements its consolidated statements of income presented on a GAAP basis with non-GAAP financial measures of earnings. Please refer to the schedule in this release for a reconciliation of non-GAAP financial measures to GAAP measures.

Management uses Earnings before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA as financial measures to evaluate the profitability and efficiency of the Company’s business model. EBITDA and adjusted EBITDA are not presented in accordance with GAAP.

Investors should consider the non-GAAP measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. Additionally, the Company’s non-GAAP measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures.

National Holdings Corporation

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

	Three Months Ended December 31,
	2014		2013
Net income, as reported	$	294,000	$	959,000
Interest expense		4,000		16,000
Income taxes		221,000		107,000
Depreciation		77,000		100,000
Amortization		197,000		164,000
EBITDA		793,000		1,346,000
Non-cash compensation expense		168,000		210,000
Forgivable loan amortization		66,000		52,000
EBITDA, as adjusted	$	1,027,000	$	1,608,000

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EX-99.2

Exhibit 99.2

 

NATIONAL HOLDINGS CORPORATION ANNOUNCES EFFECTIVENESS OF 1:10 REVERSE SPLIT OF COMMON STOCK

NEW YORK, February 19, 2015 – National Holdings Corporation (OTC QB: NHLDD)(”National Holdings” or the “Company”), a full-service investment banking and asset management firm, announced today that its previously announced intention to reverse split the Company’s stock at a ratio of 1-for-10 is now effective. Post -split the Company will have approximately 12.5 million shares outstanding and a market capitalization of approximately $55.0 million based on yesterday’s closing price. The reverse stock split is intended to facilitate the listing of National Holding's common stock on the NASDAQ Capital Market.

The Company's trading symbol has changed to “NHLDD” for a period of 20 business days, after which the last “D” will be removed and the Company's trading symbol will revert to the original symbol of “NHLD”. National Holdings' post-split common stock will trade under the new CUSIP Number 636375206. The Company's authorized number of shares of common stock will be unchanged following the reverse stock split.

Except for adjustments that may result from the treatment of fractional shares, which will be rounded up to the nearest whole number on a certificate-by-certificate basis, each stockholder will beneficially hold the same percentage of common stock immediately following the reverse stock split as they held immediately prior to the reverse stock split.

Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts as of February 19, 2015. Beneficial holders may contact their bank, broker, or nominee for more information. Stockholders with shares held in certificated form will receive a Letter of Transmittal and instructions for exchanging their certificates from the Company’s exchange agent, Computershare Trust Company.

About National Holdings Corporation

National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, financial planning, market making, tax preparation, insurance and annuities, to corporations, institutional investors and high net-worth clients. With over 1,100 independent advisors, brokers, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National Holdings operates through five subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation, National Asset Management, Inc. and Gilman Ciocia, Inc. The Company was founded in 1947 and is headquartered in New York and Florida. For more information, visit www.nhldcorp.com.

Contacts:

National Holdings Corporation

Robert Fagenson, 212-417-8210          

Or

Prosek Partners

Nick Rust, 212-279-3115

nrust@prosek.com

Source: National Holdings Corporation

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