-----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, OZkUYU1QyAGA6FQmcWqOgaM6NhUVWQTvWOqPMR9SW8gqymtYtY+17nnQwRIlQdDc 8ckLsPTlFGLt5hfN+1C4cg== 0001144204-06-036055.txt : 20060829 0001144204-06-036055.hdr.sgml : 20060829 20060828174846 ACCESSION NUMBER: 0001144204-06-036055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060829 DATE AS OF CHANGE: 20060828 GROUP MEMBERS: GARY HERMAN GROUP MEMBERS: STRATEGIC TURNAROUND EQUITY PARTNERS, LP (CAYMAN) FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLOWAY BRUCE CENTRAL INDEX KEY: 0000924483 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2126037557 MAIL ADDRESS: STREET 1: C/O BURNHAM SECURITIES STREET 2: 1325 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOLDINGS 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: 061059940 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 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP DATE OF NAME CHANGE: 19960927 SC 13D/A 1 v051541_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment 2 (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) National Holdings Corporation ----------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 636375107 --------- (CUSIP Number) Strategic Turnaround Equity Partners, LP c/o Galloway Capital Management, LLC 720 Fifth Avenue, 10th Floor New York, N.Y. 10019 (212) 247-0581 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2006 -------------- (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 which 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: |_|. SCHEDULE 13D CUSIP No. 636375107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bruce Galloway - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS OO - ------------------------------------------------------------------------------ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 222,700 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 498,896 EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 222,700 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 498,896 - ------------------------------------------------------------------------------ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 721,596 (1) - ------------------------------------------------------------------------------ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.81% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN ----------------------------------------------------- (1) Includes 222,700 shares of Common Stock held by Mr. Galloway through Bruce Galloway, IRA, 110,146 shares of Common Stock held by members of Mr. Galloway's immediate family in accounts over which Mr. Galloway has full investment discretion and 13,000 held by Rexon Galloway Capital Growth. Mr. Galloway has full investment discretion in Rexon Galloway Capital Growth, an investment company in which Mr. Galloway is a 50% owner. Also includes 375,750 shares held by Stategic Turnaround Equity Partners, LP (Cayman) ("STEP"). Mr. Galloway is a managing member and the majority equity holder of Galloway Capital Management, LLC, the general partner of STEP. Mr. Galloway disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by STEP. (except for (i) the indirect interests of Mr. Galloway by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect interests of Mr. Galloway by virtue of being a limited partner of STEP). SCHEDULE 13D CUSIP No. 636375107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Strategic Turnaround Equity Partners, LP (Cayman) - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS OO - ------------------------------------------------------------------------------ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 375,750 EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 375,750 - ------------------------------------------------------------------------------ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,750 (2) - ------------------------------------------------------------------------------ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.19% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 636375107 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary Herman - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS OO - ------------------------------------------------------------------------------ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 6,000 SHARES -------------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 375,750 EACH -------------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 6,000 WITH -------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 375,750 - ------------------------------------------------------------------------------ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 381,750 (3) - ------------------------------------------------------------------------------ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.31% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN ----------------------------------------------------- (3) Includes 6,000 shares of Common Stock held by Mr. Herman as well as 375,750 shares in STEP. Mr. Herman is a managing member of Galloway Capital Management, LLC, the general partner of STEP. Mr. Herman disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman) (except for the indirect interests of Mr. Herman by virtue of being a member of Galloway Capital Management LLC). Item 1. Security and Issuer. The class of equity securities to which this statement relates is the common stock, par value $.02, (the "Common Stock") of National Holdings Corporation, a Delaware corporation, (the "Company"). The principal executive offices of the Company are located at 875 North Michigan Avenue, Suite 1560, Chicago, IL 60611. Item 2. Identity and Background. This statement is being filed jointly by Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway (collectively, the "Reporting Persons"). Strategic Turnaround Equity Partners, L.P. (Cayman) ("STEP"), is a Cayman Islands limited liability partnership and is a fund focused on investing primarily in undervalued public equities. Galloway Capital Management LLC is a Delaware limited liability company principally engaged in serving as the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman and Bruce Galloway are citizens of the United States and (i) managing members of Galloway Capital Management LLC, (ii) Mr. Galloway is a holder of the majority of the membership interests in Galloway Capital Management LLC, and (iii) Mr. Galloway is a holder of the majority of the partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman). The name and positions of the general partners and managing members of each of the Reporting Persons are set forth below. Strategic Turnaround Equity Partners, L.P. (Cayman) Cayman Island limited partnership Investment Advisor - Galloway Capital Management LLC Galloway Capital Management LLC Delaware limited liability company Managing Member - Gary L. Herman Managing Member - Bruce Galloway Gary L. Herman Citizenship - United States Managing Member - Galloway Capital Management LLC Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman) Bruce Galloway Citizenship - United States Managing Member - Galloway Capital Management LLC Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman) The principal business address for STEP is c/o Stuarts Corporate Services, Ltd, P.O. Box 251GT, 4th floor, One Cayman Financial Centre, 36A Dr. Roy's Drive, Georgetown, Grand Cayman, Cayman Island. STEP is managed by Galloway Capital Management, LLC, with its principal business address at 720 Fifth Avenue, 10th floor, New York, New York 10019. None of the Reporting Persons has , during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. In the last 90 days, STEP used investor funds to consummate the open market purchases of 35,500 shares of Common Stock for an aggregate purchase price of $41,774.80. Mr. Galloway acquired in the past 90 days shares of Common Stock reported above through open market transactions for an aggregate purchase price of $34,484.04 for 26,075 shares on behalf of himself and certain family members. Mr. Galloway used personal funds to consummate such purchases. Item 4. Purpose of Transaction. All of the shares of Common Stock owned by the Reporting Persons were, at the time of their purchase, acquired for investment purposes in the ordinary course of business. None of the Reporting Persons have any present plans or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Mr. Galloway may be deemed to beneficially own an aggregate of 721,596 shares of Common Stock, representing approximately 13.81% of the outstanding Common Stock, based upon 5,223,968 shares of Common Stock outstanding reported by the Company to be issued and outstanding as of August 11, 2006 in the Company's latest Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2006. This reflects 222,700 shares of Common Stock held by Mr. Galloway through Bruce Galloway, IRA and 110,146 shares of Common Stock held by members of Mr. Galloway's immediate family in accounts over which Mr. Galloway has full investment discretion and 13,000 shares held by Rexon Galloway Capital Growth. Mr. Galloway has full investment discretion in Rexon Galloway Capital Growth, an investment company in which Mr. Galloway is a 50% owner. This percentage also reflects 375,750 shares held by Stategic Turnaround Equity Partners, LP (Cayman) ("STEP"). Mr. Galloway is a managing member and the majority equity holder of Galloway Capital Management, LLC, the general partner of STEP. Mr. Galloway disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman) (except for (i) the indirect interests of Mr. Galloway by virtue of being a member of Galloway Capital Management LLC, and (ii) the indirect interests of Mr. Galloway by virtue of being a limited partner of STEP). As of the date hereof, Mr. Herman may be deemed to beneficially own an aggregate of 381,750 shares of Common Stock, representing approximately 7.31% of the outstanding Common Stock, based upon 5,223,968 shares of Common Stock outstanding reported by the Company to be issued and outstanding as of August 11, 2006 in the Company's latest Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2006. This relects 6,000 shares of Common Stock held by Mr. Herman as well as 375,750 shares in STEP. Mr. Herman is a managing member of Galloway Capital Management, LLC, the general partner of STEP. Mr. Herman disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman) (except for the indirect interests of Mr. Herman by virtue of being a member of Galloway Capital Management LLC). As of the date hereof, STEP may be deemed to beneficially own an aggregate of 375,750 shares of Common Stock, representing approximately 7.19% of the outstanding Common Stock, based upon 5,223,968 shares of Common Stock outstanding reported by the Company to be issued and outstanding as of August 11, 2006 in the Company's latest Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2006. (b) As of the date hereof, Mr. Galloway has the sole power to vote 222,700 shares of Common Stock and sole power to dispose of 222,700 shares of Common Stock. As of the date hereof, Mr. Herman has the sole power to vote 6,000 shares of Common Stock and sole power to dispose of 6,000 shares of Common Stock. As of the date hereof, STEP has shared power to vote 375,750 shares of Common Stock and shared power to dispose of 375,750 shares of Common Stock. (c) Purchases in the last 90 days (excluding commissions): On June 9, 2006, Mr. Galloway, through Sara Herbert Galloway IRA Rollover, purchased 1,000 shares of Common Stock through an open market purchase at a per share price of $1.30. On June 20, 2006, STEP purchased 2,500 shares of Common Stock through an open market purchase at a per share price of $1.39. On June 23, 2006, Mr. Galloway, through Bruce Gallow, C/F Justin Galloway, purchased 6,075 shares of Common Stock through an open market purchase at a per share price of $1.2665. On June 27, 2006, STEP purchased 22,000 through an open market purchase at a per share price of $1.1568. On June 28, 2006 Mr. Galloway through Sara Herbert Galloway IRA Rollover, purchased 3,500 shares of Common Stock through an open market purchase at a per share price of $1.2143. On June 29, 2006 STEP purchased 11,000 shares of Common Stock through an open market purchase at a per share price of $1.1682. On July 12, 2006 Mr. Galloway through Bruce Galloway IRA Rollover, sold 5,500 shares of Common Stock through an open market purchase at a per share price of $1.40. On July 20, 2006, Mr. Galloway through Bruce Galloway IRA Rollover, sold 9,000 shares of Common Stock through an open market purchase at a per share price of $1.35. On August 1, 2006, STEP acquired 61,050 shares of Common Stock through transfers of shares of Common Stock from a limited partner. In exchange for the transfers of shares of Common Stock, the limited partner of STEP received a limited partnership interested in STEP valued at $ 1.60. On August 22, 2006, Mr. Galloway, through Sara Herbert Galloway, IRA Rollover, purchased 1,000 shares of Common Stock through an open market purchase at a per share price of $1.39. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. None of the Reporting Persons have any contracts, arrangements, understandings or relationships with any person with respect to the Common Stock of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement SIGNATURES After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 23, 2006 Strategic Turnaround Equity Partners, LP (Cayman) By: /s/ Gary Herman --------------- Name: Gary Herman Title: Managing Member of Galloway Capital Management, LLC, the Investment Advisor of Strategic Turnaround Equity Partners, LP (Cayman) Galloway Capital Management, LLC By: /s/ Gary Herman --------------- Name: Gary Herman Title: Managing Member By: ---------------------------- Bruce Galloway By: ---------------------------- Gary Herman Exhibit A Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: August 23, 2006 Strategic Turnaround Equity Partners, LP (Cayman) By: /s/ Gary Herman --------------- Name: Gary Herman Title: Managing Member of Galloway Capital Management, LLC, the Investment Advisor of Strategic Turnaround Equity Partners, LP (Cayman) Galloway Capital Management, LLC By: /s/ Gary Herman --------------- Name: Gary Herman Title: Managing Member By: ---------------------------- Bruce Galloway By: ---------------------------- Gary Herman -----END PRIVACY-ENHANCED MESSAGE-----