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 24, 2006
FIRST MONTAUK FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-6729
NEW JERSEY 22-1737915
(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))
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
(d)
On February 24, 2006, First Montauk Financial Corp. ("First
Montauk" or "Registrant") appointed Mr. David I. Portman to its board
of directors to serve as an independent Class III director. Further,
as described below, the board established a new substantive committee,
designated as the special committee of the board of directors, and
appointed Mr. Portman to serve as the Chairman of this committee. In
addition, the board also appointed Mr. Portman to its audit committee
and compensation committee.
David I. Portman, age 64, currently serves as the president of
TRIAD Development, a real estate company that has numerous commercial
and rental properties in New Jersey, a position that he has held since
1978. In addition, Mr. Portman currently serves as a director of
Pacifichealth Laboratories, Inc., a publicly held nutrition technology
company, a position he has held since August 1995. The Registrant's
broker-dealer subsidiary underwrote the initial public offering of the
common stock of Pacifichealth Laboratories. Mr. Portman previously
served as a member of the board of directors of the Registrant from
June 1993 through December 2002, when he resigned for personal
reasons. Mr. Portman has a BS in Pharmacy and an MBA. He worked as a
sales representative and marketing manager for Eli Lilly,
Beecham-Massengill, Winthrop Laboratories and Sandoz Pharmaceuticals
before co-founding M.E.D. Communications in 1974. In 1988, Mr. Portman
sold his interest in M.E.D. Communications and became President of
TRIAD Development.
As a non-executive member of the board of directors, Mr. Portman
will be eligible to receive equity awards under the Registrant's
Non-Executive Director Stock Option Plan and the following cash awards
in accordance with its director compensation arrangement:
o an annual payment of $5,000;
o a retainer of $250 per meeting of the board attended and for each
committee meeting not held in conjunction with a board meeting; and
o an additional annual fee of $750 payable to each members of the
audit committee.
Item 8.01 Other Events
On February 24, 2006, the Registrant formed a special committee
of the board of directors and appointed each of its independent
directors to serve as members of the special committee. The initial
members of this committee are Messrs. Barry D. Shapiro, Ward R. Jones,
Jr. and David I. Portman, with Mr. Portman serving as its Chairman.
The board established the special committee for the purpose of
reviewing all potential strategic transactions or alternatives which
may be presented to the Registrant or which it may be appropriate for
the Registrant to consider. The special committee will, in addition,
review alternatives to any potential strategic transaction in order to
protect shareholder value. Each member of the special committee will
receive an initial cash award of $5,000, plus an annual fee of $5,000
for each year of service after 2006. In addition, each committee
member will receive a cash fee of $10,000 in the event that the board
requests that it evaluate a potential transaction or strategic event.
This fee will be paid to each member without regard to the committee's
position on such transaction or event.
On February 24, 2006, the Registrant issued a press release
describing the events reported in this Current Report on Form 8-K and
a copy of this press release is attached as Exhibit 99.1 to this
Current Report. 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 exhibit is filed or furnished herewith:
99.1 Press Release dated February 24, 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
-----------------------------
Name: Victor K. Kurylak
Title: Chief Executive Officer
Date: February 24, 2006
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated February 24, 2006