- Current report filing (8-K)
17 July 2009 - 4:36AM
Edgar (US Regulatory)
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):
July 16, 2009
FIRST MONTAUK FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
COMMISSION
FILE NUMBER
:
0-6729
NEW JERSEY
|
22-1737915
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
P.O.
Box 8280
|
Red Bank,
NJ 07701
|
(Address
and zip code of principal executive
offices)
|
(732)
842-1662
(Registrant's
telephone number, including area code
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 communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.03
|
Amendments
to Articles of Incorporation or Bylaws; Reverse Split of Common
Stock
|
|
On
June 25, 2009, First Montauk Financial Corp. (the “Company”) filed with
the office of the Secretary of State of the State of New Jersey a
Certificate of Amendment to the Company’s Amended and Restated Certificate
of Incorporation (“Certificate of Amendment”) to: (i) effect a decrease in
the number of authorized shares of the Company’s stock from sixty million
(60,000,000) shares, to five hundred fifty thousand (550,000) shares,
consisting of five hundred thousand (500,000) shares of common stock, no
par value and fifty thousand (50,000) shares of preferred stock, $.10 par
value per share; and (ii) effect a One-for-One Hundred One (1:101) reverse
stock split of the shares of the Company’s outstanding common stock (the
“reverse split”). The reverse split is further disclosed in
Item 8.01 of this Current Report. The amendments reflected by
the Certificate of Amendment are effective as of June 25,
2009. A copy of the Certificate of Amendment is being furnished
as Exhibit 3(i) to this Current Report on Form 8-K and is incorporated
herein by reference.
|
Item
8.01
|
Other
Events
|
|
The
reverse split was authorized by the Company’s board of directors on May
12, 2009 pursuant to Section 14A:7-15.1(2) of the New Jersey Business
Corporation Act, and therefore does not require shareholder approval.
Accordingly, the reverse split was effective upon approval by the
Financial Industry Regulatory Authority (“FINRA”) at the opening of
business on July 16, 2009. The new listing symbol for the common stock as
of July 16, 2009 is “FMFN.PK”.
Under
the terms of the reverse split, all shareholders owning fewer than one
hundred one (101) shares of the Company’s common stock immediately before
the reverse split will be paid in cash a sum equal to 101 times such
fractional share multiplied by the price of the common stock as of the
close of business on July 15, 2009. As reported by the FINRA OTC Bulletin
Board, the closing price of the Company’s common stock was $.008 per
common share. Upon receipt of payment of such cash in lieu of a fractional
share, the recipient will no longer be a shareholder of the Company. All
shareholders owning one hundred one (101) or more shares of the Company’s
common stock immediately before the reverse split will receive one share
of post-reverse split common stock for each one hundred one (101) shares
of common stock held prior to the reverse split.
On
May 12, 2009, the Company’s Board of Directors also approved a plan to
deregister the Company’s common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended, and terminate its obligations
to file periodic and current reports with the Securities and Exchange
Commission (“SEC”). The deregistration will be accomplished through the
1-for-101 reverse split of shares of the Company’s common stock which
should result in the Company having fewer than 300 shareholders of
record. Thereafter, the Company intends to terminate the
registration of its common stock by filing a Certification and Notice of
Termination of Registration on Form 15. Upon such a filing, the Company
will be relieved of its requirements to file periodic reports with the
SEC, including annual reports on Form 10-K, quarterly reports on Form
10-Q, and current reports on Form 8-K.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
|
(d)
|
Exhibit
Number
|
Exhibit Title or
Description
|
|
|
|
|
|
|
3(i)
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of the
Company
|
|
|
|
|
|
|
|
|
|
|
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report on
Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
|
FIRST
MONTAUK FINANCIAL CORP.
|
|
|
|
|
|
|
By:
|
/s/ Mindy
A. Horowitz
|
|
|
Name:
|
Mindy
A. Horowitz
|
|
|
Title:
|
Acting
Chief Financial Officer
|
|
|
Date:
|
July
16, 2009
|
|
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