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) June 21, 2013
(Exact name of registrant as specified in its charter)
| Delaware | | 000-22996 | | 11-2587324 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 11 Raymond Avenue, Poughkeepsie, New York | | 12603 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (845) 485-5278
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ý | 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 8.01 Other Events.
Attached hereto as Exhibit 99.1 and incorporated by reference herein, is a transcript of a conference call of National Holdings Corporation, a Delaware corporation (“National”), in connection with the Agreement and Plan of Merger, dated as of June 20, 2013, among National, National Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of National, and Gilman Ciocia, Inc. (the “Company”).
Additional Information and Where to Find it
National will file with the SEC a registration statement on Form S-4 that will include a proxy statement of the Company and a prospectus of National relating to National's proposed acquisition of the Company. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about the Company, National, and the proposed acquisition. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of the registration statement and proxy statement/prospectus (when they become available) may be obtained free of charge from the Company and National. Security holders may also read and copy any reports, statements and other information filed by the Company and National with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Merger Solicitation
The Company, National, and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition. Information regarding the Company's directors and executive officers is available in the Company's proxy statement filed with the SEC on November 30, 2012 in connection with its 2013 annual meeting of stockholders, and information regarding National’s directors and executive officers is available in National’s proxy statement filed with the SEC on March 11, 2013 in connection with its 2013 annual meeting of stockholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Non-Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| | | Transcript of conference call. |
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 hereunto duly authorized.
| | Gilman Ciocia, Inc. |
| | (Registrant) |
| | |
| | |
| Date: June 24, 2013 | /s/ Ted Finkelstein |
| | Name: | Ted Finkelstein |
| | Title: | Vice President |
