SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report: June 30, 2008
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
001-12629
(Commission
File Number)
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36-4128138
(I.R.S.
Employer
Identification
No.)
|
120
Broadway, 27th
Floor, New York, NY 10271
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212)
417-8000
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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
National
Holdings Corporation (“National” or the “Company”) hereby amends its Current
Report on Form 8-K, event date June 30, 2008, in order to provide the financial
statements and pro forma financial information required by Item 9.01 of the
Form 8-K, relating to the consummation of the Company’s acquisition of vFinance,
Inc. (“vFinance”) on July 1, 2008.
Item
9.01 Financial
Statements and Exhibits
(a) |
Financial
Statements of Businesses
Acquired
|
The
following historical audited financial statements of vFinance included in
vFinance’s Annual Report on Form 10-K filed on March 12, 2008, and as
amended are hereby incorporated by reference:
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• |
Report
of Independent Registered Public Accounting Firm on Consolidated
Statements of Financial Condition dated March 5,
2008;
|
|
• |
Consolidated
Statements of Financial Condition as of December 31,
2007;
|
|
• |
Consolidated
Statements of Operations for the year ended December 31,
2007;
|
|
• |
Consolidated
Statements of Shareholders’ Equity for the year ended December 31,
2007;
|
|
• |
Consolidated
Statements of Cash Flows for the year ended December 31, 2007;
and
|
|
• |
Notes
to Consolidated Financial
Statements.
|
The
following historical unaudited financial statements of vFinance included
in
vFinance’s Quarterly Report on Form 10-Q filed on May 15, 2008 are hereby
incorporated by reference:
|
• |
Condensed
Consolidated Balance Sheets as of March 31, 2008 and
December 31, 2007;
|
|
• |
Condensed
Consolidated Statements of Operations for the three months
ended March 31,
2008 and 2007;
|
|
• |
Condensed
Consolidated Statements of Shareholders’ Equity for the three months ended
March 31, 2008;
|
|
• |
Condensed
Consolidated Statements of Cash Flows for the three months
ended March 31,
2008 and 2007; and
|
|
• |
Notes
to Condensed Consolidated Financial
Statements.
|
(b) |
Pro
Forma Financial Information
|
Exhibit 99.1
attached hereto and incorporated by reference herein provides unaudited pro
forma condensed combined statements of operations for the twelve months
ended September 30,
2007 for the Company and December 31, 2007 for vFinance and the six months
ended March 31, 2008 and an unaudited pro forma condensed combined balance
sheet as of March 31, 2008, in each case giving pro forma effect
to:
|
• |
the
Company’s acquisition of vFinance in
July 2008;
|
|
• |
as
to the unaudited pro forma condensed combined statements of operations
for
the twelve months ended September 30, 2007 for the Company and
December 31, 2007 for
vFinance:
|
*
the
Company’s March 31, 2008 issuance of a $3.0 convertible note and a warrant
for net proceeds of $2,899,000;
*
the
Company’s June 30, 2008 issuance of a $3.0 convertible note and a warrant
for net proceeds of $2,925,000.
The
foregoing pro forma statement of operations for the year ended
September 30, 2007 for the Company and December 31, 2007 for vFinance
show separately the combined pro forma effects of the acquisition of vFinance,
which transaction has been completed.
The
following exhibits are filed with this document.
Exhibit
Number
|
Description |
99.1 |
Unaudited
pro forma condensed combined statements of operations for the twelve
months ended December 31, 2007 for the Company and December 31, 2007
for vFinance and the six months ended March 31,
2008.
|
SIGNATURES
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 thereunto
duly authorized.
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|
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NATIONAL
HOLDINGS CORPORATION
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|
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By: |
/s/
Mark Goldwasser
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|
|
Mark
Goldwasser
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Dated:
September 12, 2008