UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
NATIONAL
HOLDINGS CORPORATION
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
636375
10 7
(CUSIP
Number)
One
Clark LLC
Mark
Goldwasser
120
Broadway
New
York, NY 10271
(212)
417-8000
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
July
1, 2009
(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 o.
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. 9)
CUSIP
NO. 636375 10 7
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
One
Clark LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
(b)
X*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO ITEMS 2(d)
or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
979,840**
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
979,840**
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,840**
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.43***
|
14
|
TYPE
OF REPORTING PERSON
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 979,840 shares of Common Stock issuable upon conversion of the
Company's Series A Convertible Preferred Stock (the “Preferred
Stock”).
***
Calculated after including the above referenced shares of Common Stock issuable
upon conversion of the Preferred Stock in the numerator and the
denominator.
SCHEDULE
13D
(Amendment
No. 9)
CUSIP
NO. 636375 10 7
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark
Goldwasser
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
(b)
X*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO ITEMS 2(d)
or 2(e)
X
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,019,518**
|
8
|
SHARED
VOTING POWER
1,999,358***
|
9
|
SOLE
DISPOSITIVE POWER
1,019,518**
|
10
|
SHARED
DISPOSITIVE POWER
1,999,358***
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,999,358***
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.48%****
|
14
|
TYPE
OF REPORTING PERSON
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 947,625 shares of vested unexercised stock options (the
“Options”).
*** This
amount includes 979,840 shares of Common Stock issuable upon conversion of the
Company's Series A Convertible Preferred Stock held by One Clark, LLC (the
“Preferred Stock”).
****
Calculated after including the above referenced shares of Common Stock issuable
upon conversion of the Preferred Stock and exercise of Options in the numerator
and the denominator.
SCHEDULE
13D
(Amendment
No. 9)
Item
1. Security and Issuer.
This
Amendment No. 9 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 National Holdings Corporation, a Delaware
corporation (the “Company” or the “Issuer”) and is filed with the Securities and
Exchange Commission on behalf of the following persons: (i) One Clark LLC; and
(ii) Mark Goldwasser. 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
3. Source and Amount of Funds or Other Consideration
Neither
One Clark, LLC nor Mark Goldwasser expended any funds in connection with the
acquisition of the securities reported by this Amendment No. 9 as described in
more detail in Item 4 below, which description is incorporated by reference
in response to this Item 3.
Item
4. Purpose of Transaction.
Item 4 is
hereby amended and supplemented by adding the following:
On March
16, 2009, the Board of Directors of the Company declared an in-kind dividend to
record holders of its Series A Preferred Stock as of March 31,
2009. Dividends on the Series A Preferred Stock accrue on a quarterly
basis at a rate of 9% per annum per share. One Clark received a dividend of
1,542 shares of Series A Preferred Stock on the record date. Such shares are
convertible into shares of Common Stock at $1.25 per share.
On July
1, 2009, 250,000 stock options that had been granted to Mark Goldwasser on July
1, 2008 vested in accordance with their terms. On August 1, 2009, an
additional 14,375 stock options that had been granted on August 1, 2007 will
vest in accordance with their terms.
Item
5. Interest in Securities of the Issuer.
Item 5 is
hereby amended and supplemented by adding thereto the following:
(a)
According to the Company, there were 17,150,704 shares of Common Stock
outstanding as of July 1, 2009. One Clark LLC is the beneficial owner of 979,840
shares of Common Stock issuable upon conversion of the Company's Series A
Convertible Preferred Stock, which represents 5.43% of the outstanding shares of
Common Stock.
Mark
Goldwasser is the direct owner of 1,019,518 shares of Common Stock. Such amount
includes 947,625 shares issuable upon exercise of fully-vested stock options and
71,893 shares of Common Stock. Also, because Mr. Goldwasser is the Manager and a
member of One Clark LLC, Mr. Goldwasser may be deemed to own beneficially the
979,840 shares of Common Stock issuable upon conversion of the Company’s Series
A Preferred Stock held by One Clark LLC.
(b) One
Clark LLC has the power to direct the vote of 979,840 shares of Common Stock and
the power to direct the disposition of 979,840 shares of Common
Stock. By virtue of his relationships with One Clark LLC, Mark
Goldwasser may also be deemed to have the power to direct the vote of 979,840
shares of Common Stock and the power to direct the disposition of 979,840 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 sixty days by any
of the Reporting Persons listed in (a) above.
(d) Not
Applicable.
(e) Not
Applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item
7. Material to be filed as Exhibits
None.
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.
Dated: July
15, 2009
ONE CLARK
LLC
By: /S/ MARK
GOLDWASSER
Name:
Mark Goldwasser
Title:
Manager
/S/ MARK
GOLDWASSER
Mark
Goldwasser
Exhibit
1
Joint
Filing Statement
Statement
Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to file a joint statement on Schedule 13D/A
under the Securities Exchange Act of 1934, as amended, with respect to shares of
common stock of National Holdings Corporation beneficially owned by them,
together with any or all amendments thereto, when and if appropriate. The
parties hereto further consent and agree to file this Statement Pursuant to Rule
13d-1(k)(1)(iii) as an exhibit to Schedule 13D/A, thereby incorporating the same
into such Schedule 13D/A.
Dated: July
15, 2009
ONE CLARK
LLC
By: /S/ MARK
GOLDWASSER
Name:
Mark Goldwasser
Title:
Manager
/S/ MARK
GOLDWASSER
Mark
Goldwasser