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): September 25, 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 (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
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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 1.01 Entry into a Material Definitive Agreement
On September 27, 2006, First Montauk Financial Corp., a
New Jersey corporation ("First Montauk" or "Registrant"),
FMFG Ownership, Inc., a Delaware corporation ("Parent")
and its wholly-owned subsidiary, FMFG AcquisitionCo, Inc.,
a New Jersey corporation ("Merger Sub"), entered into Amendment
No. 1, dated as of September 25, 2006 ("Amendment No. 1"), to
the Agreement and Plan of Merger, dated as of May 5, 2006
(the "Merger Agreement"). Under the terms of Amendment No. 1,
Section 8.01(b)(i) of the Merger Agreement is amended to
change the termination date from October 31, 2006 to
December 31, 2006. All other terms of the Merger Agreement are
unchanged by Amendment No. 1.
The foregoing description of Amendment No. 1 is qualified in
its entirety by reference to Amendment No. 1, which is attached
as Exhibit 2.01 to this Current Report on Form 8-K, and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed or furnished herewith:
2.01 Amendment No. 1, dated as of September 25, 2006, to the
Agreement and Plan of Merger, by and among First Montauk
Financial Corp., FMFG Ownership, Inc. and
FMFG AcquisitionCo, Inc.
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: President and
Chief Executive Officer
Date: September 28, 2006
EXHIBIT INDEX
Exhibit
Number Description
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2.01 Amendment No. 1, dated as of September 25, 2006, to the
Agreement and Plan of Merger, by and among First Montauk
Financial Corp., FMFG Ownership, Inc. and FMFG AcquisitionCo,
Inc.