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): October 11, 2005
FIRST MONTAUK FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-6729
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NEW JERSEY 22-1737915
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, NJ 07701
(Address and zip code of principal executive offices)
(732) 842-4700
(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 4.02(a) Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On October 11, 2005, the management of First Montauk Financial
Corp. (the "Registrant") recommended and the Registrant's Board of
Directors determined, that the Registrant's previously issued
financial statements as of and for the three months ended March
31, 2005, included in the Registrant's Quarterly Report on Form
10-Q filed with the U.S. Securities and Exchange Commission (the
"Commission") on May 16, 2005 (the "Original March 10-Q") and the
Registrant's previously issued financial statements as of and for
the six and three months ended June 30, 2005, included in the
Registrant's Quarterly Report on Form 10-Q filed with the
Commission on August 3, 2005 (the "Original June 10-Q") and
together with the Original March 10-Q, (the "Original Forms
10-Q") will need to be amended. With respect to
both of the Original Forms 10-Q, the purpose of the amendments is
to correctly account for the amortization of deferred
compensation related to the issuance of restricted stock grants
in February 2005 to certain senior executives and as a non-cash
charge does not affect the Registrant's cash flows from operations
or its liquidity. In addition, the amendment to the Original
Forms 10-Q corrects the vesting schedule of the restricted stock
grants awarded to certain of the Registrant's executive officers.
Further, the amendment to the Original June 10-Q corrects a
transposition error on the previously reported Consolidated
Statements of Income (Loss) to the expense category "Commissions,
employee compensation and benefits" for the three months ended
June 30, 2005.
After conducting a review of its historical financial statements
in connection with prospective transactions, the Registrant
determined that its previous accounting of the restricted stock
awards was not accurate. Accordingly, the Registrant is revising
its historical financial statements as presented in the Original
Forms 10-Q to make the appropriate adjustments. The determination
to revise the prior financial statements was discussed at a
meeting of the board of directors by the audit committee with the
Registrant's independent registered public accounting firm. As a
result of the need to make these adjustments, the unaudited
consolidated financial statements as of and for the three months
ended March 31, 2005 and the unaudited financial statements as of
and for the six and three months ended June 30, 2005, as
previously filed with the Commission in the Original Forms 10-Q,
should no longer be relied upon. The Registrant expects to file
amendments to each of the Original Forms 10-Q on the date hereof.
The Registrant will report in the amendments to the Original Forms
10-Q that the aggregate impact of these adjustments will be a
change to the income (loss) applicable to common stockholders. In
the amendment to the Original March 10-Q, the Registrant will
report an increase in the loss applicable to common stockholders
from ($410,516) or ($0.03) per basic and diluted share, to
($745,143) or ($0.06) per basic and diluted share. The amendment
to the Original June 10-Q will report a decrease in the net income
applicable to common stockholders for the six months ended
June 30, 2005 from $3,578,392 or $0.27 per basic and $0.19 per
diluted share, to $3,271,015 or $0.24 per basic and $0.18 per
diluted share. Further, the amendment to the Original June 10-Q
will report an increase in the net income applicable to
common stockholders for the three months ended June 30, 2005 from
$3,988,908 or $0.28 per basic and $0.20 per diluted share, to
$4,016,158 or $0.28 per basic and $0.20 per diluted share.
In addition to the revised financial statements, the Registrant
is making appropriate corresponding adjustments to the notes to
the financial statements and, where appropriate, to the
disclosures contained in the Management's Discussion and Analysis
of Financial Condition and Results of Operation in each of the
Original Forms 10-Q to reflect the changes to the financial
statements.
The foregoing summary does not discuss every aspect of the
Original Forms 10-Q which are being amended and readers should not
rely on this summary for a complete recitation of the revisions to
the Original Forms 10-Q which will be reported in the amended
Forms 10-Q. The Registrant expects to file an amended Form 10-Q
for each of the Original Forms 10-Q on October 14, 2005. These
amended Forms 10-Q will include the revised financial statements
for the three months ended March 31, 2005 and the six months and
three months ended June 30, 2005, as well as the other amendments
discussed herein.
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/ Victor K. Kurylak
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Name: Victor K. Kurylak
Title: Chief Executive Officer
Date: October 14, 2005