UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 12, 2004
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FIRST MONTAUK FINANCIAL CORP.
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(Exact name of Registrant as specified in its charter)
New Jersey 0-6729 22-1737915
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
Parkway 109 Office Center, 328 Newman Springs Road, Red Bank, N.J. 07701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 842-4700
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(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):
[ ] 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))
02
Item 8.01 Other Events.
On October 12, 2004, First Montauk Financial Corp. (the "Registrant")
issued a press release announcing its entry into a letter of intent with Olympic
Cascade Financial Corporation for a merger or other business combination. A copy
of the press release is attached as exhibit 99.1. The information in this report
shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise
regarded as filed under, the Securities Exchange Act of 1934, as amended. Unless
expressly incorporated into a filing of the Registrant under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made
after the date hereof, the information contained herein shall not be
incorporated by reference into any filing of the Registrant, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing.
Item 9.01: Financial Statements and Exhibits.
99.1 Press Release dated October 12, 2004
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.
Dated: October 13, 2004 First Montauk Financial Corp.
(Registrant)
By/s/ Victor K. Kurylak
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Victor K. Kurylak, President
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated October 12, 2004
03 Exhibit 99.1
First Montauk and Olympic Cascade
Enter into Letter of Intent to Merge
October 12, 2004 -- Red Bank, NJ -- First Montauk Financial Corp. (OTC/BB: FMFK)
and Olympic Cascade Financial Corporation (AMEX: OLY) announced today that they
have agreed to a preliminary letter of intent for a merger or other similar
combination of the two companies. The final terms of the merger have not been
reached and merger discussions are continuing.
The letter of intent is subject to numerous conditions, including: satisfactory
completion of due diligence, finalization of the terms of the combination and
structure of the transaction; negotiation, preparation and execution of
definitive transaction documents, compliance with state and federal securities
laws and regulations, and corporate, shareholder and regulatory approvals. If a
final agreement is reached and the other conditions satisfied, the transaction
is expected to close in the first calendar quarter of 2005. However, as a result
of the foregoing uncertainties, there can be no assurances that the transaction
will be completed.
First Montauk Financial Corp. is the parent company of First Montauk Securities
Corp., a registered securities broker/dealer headquartered in Red Bank, NJ.
First Montauk has approximately 350 registered representatives across the
country, and conducts securities brokerage, insurance, investment banking and
advisory business with approximately 60,000 retail and institutional accounts.
Olympic Cascade Financial Corporation is a holding company for National
Securities Corporation, based in Seattle, Washington. National Securities has
approximately 400 registered representatives across the country, and conducts
securities brokerage, and investment banking business with approximately 55,000
retail and institutional accounts.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. This press release may contain certain statements of
a forward-looking nature relating to future events or future business
performance. Any such statements that refer to the Company's estimated or
anticipated future results or other non-historical facts are forward-looking and
reflect the Company's current perspective of existing trends and information.
These statements involve risks and uncertainties that cannot be predicted or
quantified and, consequently, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among others, risks and uncertainties detailed in each
Company's Securities and Exchange Commission filings, including each Company's
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The
forward-looking statements speak only as of the date of this release. Each of
the Companies undertake no obligation to update publicly any forward-looking
statement, whether as a result of new information, future events or otherwise.
Contact:
Montauk Financial Group Olympic Cascade Financial Corp.
Victor K. Kurylak, Pres. Mark Goldwasser, CEO and Pres.
(800) 876-3672, ext. 4230 (212) 417-8210
info@montaukfinancial.com