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): February 1, 2006
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 incorporation or (I.R.S. Employer
organization) Identification No.)
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))
[GRAPHIC OMITTED]
Item 1.01 Entry into Material Definitive Agreement
On February 1, 2006, First Montauk Financial Corporation
("First Montauk" or "Registrant") entered into a Separation
Agreement, effective as of February 1, 2006, with Herbert
Kurinsky, the Chairman of the Registrant's Board of Directors.
Under the terms of the Separation Agreement, the parties agreed
to terminate the employment relationship and the rights and
obligations of the parties under the employment agreement,
effective immediately. However, Mr. Kurinsky will continue to
serve on the Board of Directors of the Registrant, pursuant to
the terms of the Separation Agreement. In addition, the
Separation Agreement provides for the following:
o Mr. Kurinsky will be paid a lump sum severance amount of
$300,000 within thirty days of the effective date of the
termination of his employment agreement.
o The Registrant will issue to Mr. Kurinsky a promissory note
in the principal amount of $550,217.41, payable in monthly
installments of $12,500 over a period of 48 months and bearing
interest at the rate of 4.5% per annum.
o The Registrant will continue to provide medical and dental
benefits to Mr. Kurinsky and his wife for a period of 48
months.
o All unvested restricted stock grants made to Mr. Kurinsky
shall be deemed vested in full.
o In the event of a change of control of the Registrant, as
defined in the Separation Agreement, (i) the total remaining
principal of the promissory note, and any accrued but unpaid
interest thereon, shall become immediately due and payable;
(ii) Mr. Kurinsky shall have the option to require the
Registrant to pay him an amount in cash equal to the costs of
providing health and insurance benefits for the period of time
between the effective date of his election to receive the cash
payment and the balance of the 48 month period during which the
Registrant was obligated to pay these benefits; and (iii) the
total remaining automobile allowance payments required by the
Separation Agreement shall accelerate and be immediately due
and payable.
The Registrant and Mr. Kurinsky have also exchanged mutual
releases except to the extent each has reserved their rights as
provided in the Separation Agreement. This summary of the
Separation Agreement and Promissory Note is qualified in its
entirety by reference to full text of the agreement and the
promissory note, which are filed as Exhibits 10.1 and 4.1,
respectively, to this Current Report on Form 8-K.
Item 1.02 Termination of Material Definitive Agreement
As described in Item 1.01 of this Current Report, the
Registrant has entered into a Separation Agreement with Mr.
Herbert Kurinsky, its Chairman, dated as of February 1, 2006,
resulting in the termination of the employment agreement, dated
January 1, 2004, between them. To the extent required by Item
1.02 of Form 8-K, the information contained or incorporated by
reference in Item 1.01 of this Current Report regarding Mr.
Kurinsky is incorporated by reference in this Item 1.02.
Item 7.01 Regulation FD Disclosure
On February 1, 2006, the Registrant issued a press release
regarding the events described in this Current Report. A copy
of the press release is attached as Exhibit 99.1. Exhibit 99.1
is being "furnished" and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed or furnished herewith:
4.1 Promissory Note dated February 1, 2006 issued by the
Registrant to Herbert Kurinsky
10.1 Separation Agreement between the Registrant and Herbert
Kurinsky, dated February 1, 2006.
99.1 Press Release dated February 1, 2006
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: February 1, 2006
EXHIBIT INDEX
Exhibit Description
Number
4.1 Promissory Note dated February 1, 2006 issued by the
Registrant to Herbert Kurinsky
10.1 Separation Agreement between the Registrant and Herbert
Kurinsky, dated February 1, 2006.
99.1 Press Release dated February 1, 2006