NATIONAL
HOLDINGS CORPORATION
120 Broadway, 27th Floor, New York, NY 10271, Phone 212-417-8210, Fax 212-417-8010
August 9, 2013
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Suzanne Hayes | |
| Assistant Director | |
| Re: | Registration Statement on Form S-4 for National Holdings Corporation |
| (File No. No. 333-189940) | ||
Dear Ms. Hayes:
National Holdings Corporation (the “Company”) is enclosing herewith an acceleration request with respect to the above captioned registration statement. In connection with such request, the Company hereby acknowledges that:
● | should the Commission or the staff, acting pursuant to delegated authority, declaring the registration statement effective, it does not foreclose the Commission from taking any action with respect to the registration statement; |
● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; and |
● | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, | |||
NATIONAL HOLDINGS CORPORATION | |||
| By: | /s/ Mark D. Klein | ||
| Name: Mark D. Klein | |||
| Title: Co-Executive Chairman and Chief Executive Officer | |||
cc: | Eric Envall, United States Securities and Exchange Commission |
| Alan Levin, Chief Financial Officer, National Holdings Corporation |
| Joseph Walsh, Esq., Troutman Sanders LLP |
NATIONAL
HOLDINGS CORPORATION
120 Broadway, 27th Floor, New York, NY 10271, Phone 212-417-8210, Fax 212-417-8010
August 9, 2013
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Suzanne Hayes | |
| Assistant Director | |
| Re: | Registration Statement on Form S-4 for National Holdings Corporation |
| (File No. No. 333-189940) | ||
Dear Ms. Hayes:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned registrant under the above-referenced registration statement hereby requests acceleration of the effective date of the registration statement to August 9, 2013, at 4:00 p.m., New York time, or as soon as practicable thereafter. Please notify our outside counsel, Joseph Walsh, Esq., by phone at (212) 704-6030, by fax at (212) 704-5919, or by email atjoseph.walsh@troutmansanders.com of the date and time that the registration statement has been declared effective.
NATIONAL HOLDINGS CORPORATION | |||
| By: | /s/ Mark D. Klein | ||
| Name: Mark D. Klein | |||
| Title: Co-Executive Chairman and Chief Executive Officer | |||
cc: | Eric Envall, United States Securities and Exchange Commission |
| Alan Levin, Chief Financial Officer, National Holdings Corporation |
| Joseph Walsh, Esq., Troutman Sanders LLP |
