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 24, 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 1.02. Termination of a Material Definitive Agreement
On October 24, 2005, First Montauk Financial Corp. (the "Company," "we" or
"us") and Olympic Cascade Financial Corporation ("Olympic") jointly announced
that they have agreed to terminate the Amended and Restated Agreement and Plan
of Merger, dated as of June 27, 2005 (the "Amended and Restated Merger
Agreement") by and among the Company, Olympic, and OLY Acquisition Corporation,
a wholly owned subsidiary of the Company.
Under the terms of the letter agreement (the "Termination Agreement")
terminating the Amended and Restated Merger Agreement, the parties shall have no
further obligation to each other arising out of the Merger Agreement, the
Merger, and the transactions contemplated thereby, and each party agrees to bear
its own expenses.
The foregoing description of the Termination Agreement and the Amended and
Restated Merger Agreement is qualified in its entirety by reference to the
Termination Agreement, the Company's joint press release with Olympic announcing
the termination of the proposed Merger and Amended and Restated Merger
Agreement. The Termination Agreement and the press release are each filed as an
exhibit to this report and are incorporated herein by reference. The Amended and
Restated Merger Agreement was filed as an Exhibit to the Company's Form 8-K
dated June 27, 2005 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On October 24, 2005, the Company and Olympic issued a joint press release
announcing the termination of the Amended and Restated Agreement and Plan of
Merger. A copy of the press release is filed as an exhibit herewith.
Item 9.01 Financial Statements and Exhibits
Exhibit
10.1* Amended and Restated Agreement and Plan of Merger,
dated June 27, 2005, by and among First Montauk
Financial Corp, OLY Acquisition Corporation and
Olympic Cascade Financial Corporation.
10.2 Letter Agreement dated as of October 24, 2005
terminating the Amended and Restated Agreement and
Plan of Merger, dated June 27, 2005, by and among
Olympic Cascade Financial Corporation, OLY
Acquisition Corporation and First Montauk Financial
Corp.
99.1 Press Release dated October 24, 2005
*Incorporated by reference from Form 8-K, Current Report, dated
June 27, 2005.
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 thereunto duly authorized.
FIRST MONTAUK FINANCIAL CORPORATION
By: /s/ Victor K. Kurylak,
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Victor K. Kurylak
President and Chief Executive Officer
Dated: October 25, 2005
[Exhibit 10.2]
[GRAPHIC OMITTED]
October 24, 2005
Victor K. Kurylak
First Montauk Financial Corp.
Parkway 109 Office Center
328 Newman Springs Road
Red Bank, NJ 07701
Dear Victor:
Reference is made to that certain Amended and Restated Agreement and Plan of
Merger dated as of June 27, 2005 by and among First Montauk Financial Corp.
("First Montauk"), Olympic Cascade Financial Corporation ("Olympic") and OLY
Acquisition Corp. (the "Merger Agreement"). All capitalized terms herein not
otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
Pursuant to Section 9.1(a) of the Merger Agreement, Olympic and First Montauk
hereby agree to terminate the Agreement effective as of the date hereof.
Accordingly, the parties shall have no further obligation to each other arising
out of the Merger Agreement, the Merger, and the transactions contemplated
thereby, and each party agrees to bear all of its own expenses, notwithstanding
the provisions of Section 7.7.
Very truly yours,
Olympic Cascade Financial Corporation
By: /s/ Mark Goldwasser
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Name: Mark Goldwasser
Title: President and Chief Executive Officer
Agreed and Accepted:
First Montauk Financial Corp.
By: /x/ Victor K. Kurylak
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Name: Victor K. Kurylak
Title: President and Chief Executive Officer
[Exhibit 99.1]
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
First Montauk Financial Corp.
and Olympic Cascade Financial Corporation
Mutually Agree to Terminate Proposed Merger
October 24, 2005 -- Red Bank, NJ and New York, NY -- First Montauk Financial
Corp. (OTCBB: FMFK) and Olympic Cascade Financial Corporation (OTCBB: OLYD)
announced today that they have mutually agreed to terminate their proposed
merger.
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 conducts securities brokerage, insurance, investment banking and
advisory business with approximately 61,000 retail and institutional accounts.
Olympic Cascade Financial Corporation is a holding company for National
Securities Corporation, based in Seattle, Washington. National Securities
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:
First Montauk Financial Corp. Olympic Cascade Financial Corp.
Victor K. Kurylak, CEO and Pres. Mark Goldwasser, CEO and Pres.
(800) 876-3672, ext. 4230 (212) 417-8210 info@montaukfinancial.com