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 20, 2008 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 incorporation or 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)) Item 8.01 Other Items On October 20, 2008, First Montauk Financial Corp. (the "Registrant") entered into a stock repurchase agreement with FMFG Ownership Inc. by Gerard A. McHale, Jr. as Chapter 11 Bankruptcy Trustee of The 1031 Tax Group LLC et al., as Chapter 11 Debtors (the "Selling Stockholder") to purchase 3,300,308 shares of the Registrant's common stock, no par value, for $100,000. The purchase is being completed in escrow and is subject to the approval of the sale by the U.S. Bankruptcy Court within 40 calendar days of the date of execution of the stock repurchase agreement. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report 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: October 24, 2008