Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
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, 2008
(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. 8)
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)
o
(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
856,480**
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
856,480**
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
856,480**
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%***
|
||
|
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 856,480 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.
2
SCHEDULE
13D
(Amendment
No. 8)
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)
o
(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
746,743**
|
|
|
8
|
SHARED
VOTING POWER
1,603,223***
|
||
|
9
|
SOLE
DISPOSITIVE POWER
746,743**
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,603,223***
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,223***
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.94%***
|
||
|
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 670,750 shares of vested unexercised stock options.
***
This
amount includes 856,480 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 in the numerator and the
denominator.
3
SCHEDULE
13D
(Amendment
No. 8)
Item
1. Security and Issuer.
This
Amendment No. 8 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
4. Purpose of Transaction.
Item
4 is
hereby amended and supplemented by adding the following:
On
July
1, 2008, the Company consummated the merger of its wholly-owned subsidiary,
vFin
Acquisition Corporation, with and into vFinance, Inc. (the “Merger”). Pursuant
to the terms of the Merger. Mr. Goldwasser was granted an option to purchase
1,000,000 shares of the Company’s Common Stock at $1.64 per share, with 25% of
such option vesting immediately and an additional 25% vesting on each yearly
anniversary of the date of grant beginning on July 1, 2009.
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 16,411,538 shares of Common Stock
outstanding as of July 1, 2008. One Clark LLC is the beneficial owner of 856,480
shares of Common Stock (reflecting 856,480 shares of Common Stock issuable
upon
conversion of the Company's Series A Convertible Preferred Stock), which
represents 4.98% of the outstanding shares of Common Stock.
Mark
Goldwasser is the direct owner of 746,743 shares of Common Stock. Such amount
includes 670,750 shares issuable upon exercise of fully-vested stock options
and
75,993 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
856,480 shares of Common Stock issuable upon conversion of the Company’s Series
A Preferred Stock held by One Clark LLC, which represents an aggregate 8.94%
of
the outstanding shares of Common Stock.
(b)
One
Clark LLC has the power to direct the vote of 856,480 shares of Common Stock
and
the power to direct the disposition of 856,480 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 856,480 shares of Common Stock and the
power to direct the disposition of 856,480 shares of Common Stock
4
(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.
Pursuant
to the Merger, on July 1, 2008 Mark Goldwasser, Chairman of the board of
directors of the Company, Christopher Dewey, Vice Chairman of the board of
directors of the Company, and Leonard J. Sokolow, Vice Chairman of the Board
of
directors of the Company and former Chief Executive Officer and Chairman of
the
board of directors of vFinance, entered into an agreement (the “Voting
Agreement”) to vote their shares of the Company for the election of each other
and up to three designees of Mr. Goldwasser and up to three designees of Mr.
Sokolow their designated nominees until the earlier to occur of: (i) the
Company’s merger, consolidation or reorganization whereby the holders of the
Company’s voting stock immediately prior to such transaction own less than 50%
of the voting power of the Company immediately after such transaction, (ii)
by
mutual consent of the parties thereto, (iii) the date that Messrs. Goldwasser,
Sokolow and Dewey own in the aggregate less than one percent of the outstanding
voting securities of the Company, or (iv) upon the fifth anniversary of the
Voting Agreement. Upon listing of the Company’s Common Stock on AMEX, the NASDAQ
Capital Market or the NASDAQ Global Market, Messrs. Goldwasser and Sokolow
shall
have the right to nominate persons for election to the board of directors but
the board or nominating committee shall not be obligated to accept such
nominees. In addition, provided that Messrs. Goldwasser and Sokolow own
sufficient voting power to satisfy the voting rights requirements of the
securities exchange on which the Company’s securities are listed, they may
mutually agree to designate one person to serve on the Company’s board of
directors as long as such person is reasonably satisfactory to national’s board
of directors or nominating committee. Further, Messrs Goldwasser’s, Sokolow’s
and Dewey’s obligation to vote their shares shall be limited to the designees of
Messrs. Goldwasser and Sokolow. If all of their respective nominees are not
accepted by the board or nominating committee, then Messrs. Goldwasser or
Sokolow will no longer be obligated to vote for the others’
nominees.
Item
7. Material to be filed as Exhibits
1. Voting
Agreement, dated July 1, 2008, by and among the Company, Mark Goldwasser,
Leonard J. Sokolow and Christopher C. Dewey.
5
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 1, 2008
|
ONE
CLARK LLC
|
|
|
By:
|
/S/
MARK GOLDWASSER
|
|
Name:
|
Mark
Goldwasser
|
|
Title:
|
Manager
|
|
|
|
|
/S/
MARK GOLDWASSER
|
|
|
Mark
Goldwasser
|
|
6