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): December 19, 2008
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 2.01 Completion of Acquisition or Disposition of Assets
On December 19, 2008, First Montauk Financial Corp. (the
"Registrant") and its wholly-owned broker-dealer subsidiary, First
Montauk Securities Corp. ("FMSC" and together with the Registrant,
"First Montauk") completed the previously announced sale of
certain assets of its primary subsidiary, First Montauk Securities
Corp., a registered Broker-Dealer and Investment Advisor ("FMSC")
to First Allied Securities, Inc., an Advanced Equities Financial
Corp. company. Upon the closing under the definitive asset
purchase agreement, many of First Montauk's independent registered
representatives joined First Allied, and First Allied acquired the
right to service the customer accounts of those representatives
that join First Allied. As previously disclosed in its proxy
statement to shareholders, dated September 23, 2008, upon
completion of the sale of assets to First Allied, substantially
all of the assets of FMSC were sold and acquired by First Allied,
and FMSC is ceasing its broker-dealer operations. To that end,
First Montauk also announced that on December 23, 2008 FMSC filed
with the U.S. Securities and Exchange Commission (SEC), effective
December 31, 2008, Form BDW to withdraw its registration as a
broker-dealer and Form ADV-W to terminate its registration as an
investment advisor. Each such filing of termination is subject to
approval by the SEC which is expected to be obtained within 60
days.
Under the terms of the definitive asset purchase agreement, First
Montauk will receive an aggregate purchase price of approximately
$4,197,000 which includes receipt at the closing of a credit for
$250,000 which was paid to First Montauk upon the signing of the
agreement on July 11, 2008 and a credit for the cancellation of
the balance of principal and interest outstanding totaling
approximately $1,055,670 under a secured convertible promissory
note, dated December 7, 2007 executed in connection with a loan to
First Montauk by an affiliate of First Allied. The balance of the
purchase price is payable in two installments, 30 days and 90 days
after the closing. Such installments may be subject, however, to
certain downward adjustments under the terms of the asset purchase
agreement. First Montauk will use a portion of the proceeds to pay
outstanding obligations of First Montauk and its broker-dealer
subsidiary to wind down their existing operations and a portion of
the proceeds, will be paid to those of FMSC's independent
registered representatives who have affiliated with First Allied.
As a result of the substantial obligations outstanding that are
due and payable by First Montauk, the Registrant does not
anticipate that the shareholders will receive any distribution of
any proceeds of the sale of assets just completed. The Board is
evaluating the benefits of positioning the Registrant as a shell
company to be used as a potential merger candidate for another
operating business. First Montauk does not have any specific
merger, stock exchange, asset acquisition, reorganization or other
business combination under consideration or contemplation. The
Registrant has not contacted any potential target business or had
any discussions, formal or otherwise, with respect to such a
transaction
First Montauk also announced that the employment contracts of
Victor K. Kurylak, First Montauk's President and Chief Executive
Officer and Celeste Leonard, the Registrant's Executive Vice
President and the Chief Compliance Officer of FMSC, will terminate
on December 31, 2008 in accordance with their respective terms and
will not be renewed by the Registrant. Mr. Kurylak and Ms. Leonard
will, however, remain on the Board of Directors of the Registrant.
Item 7.01
Regulation FD Disclosure
On December 29, 2008, the Registrant issued a press release
regarding certain of the matters 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.
(d) Exhibit Exhibit Title or Description
Number
99.1 Press Release, dated December 29, 2008
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
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Name: Victor K. Kurylak
Title: Chief Executive Officer
Date: December 29, 2008
EXHIBIT INDEX
Exhibit Description
Number
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99.1 Press Release dated December 29, 2008