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): April 10, 2009
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:
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(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 Events.
On April 10, 2009, First Montauk Financial Corp. (the "Company") was
advised by its auditors, Parente Randolph, LLC ("Parente") that it
will no longer provide its services to the Company due to a
significant balance due and the Company's inability to pay such fees
going forward. As a result, unless it receives payment of such fees,
Parente will not complete and sign off on the audit work of the
Company and its financial statements necessary for the Company to
complete and file its Annual Report on Form 10-K for the year ended
December 31, 2008 ("2008 Form 10-K") by April 15, 2009.
The Company's cash available to pay its auditing fees and other
expenses is currently limited by a Court Order issued in the case of
Dunbar, et al. v. First Montauk Financial Corp. et al, Superior
Court of New Jersey, Monmouth County, Docket No. L-4949-08. On
January 14, 2009 the Court entered an order (the Order") requiring
that all remaining funds from the sale of the assets of the
Company's principal subsidiary, First Montauk Securities Corp.
("FMSC") to First Allied Securities, Inc. which closed in December
2008 (the "Asset Sale") be held in escrow for the benefit of
creditors, after the payment of certain permitted expenses.
On April 13, 2009, the Company's legal counsel in the Dunbar case
submitted a letter to the Court requesting that the Court's January
14, 2009 Order be immediately modified to permit the Company to pay
its auditors from the Asset Sale proceeds. The Company through its
counsel had previously alerted the Court that the Order would
prevent the Company and FMSC from paying their ordinary business
expenses, including expenses mandated by the Financial Industry
Regulatory Authority as conditions to its approval of the Asset
Sale.
The Company was intending to utilize a portion of the proceeds of
the Asset Sale to pay the fees due to Parente, including with
respect to the audit. The fees due to Parente for its auditing
services and for the finalization of the audit for the 2008 Form
10-K are approximately $80,000. The Company's inability to pay these
fees will have negative consequences to the Company and its
shareholders because the Company has been unable to file the 2008
Form 10-K on or before April 15, 2009. There are serious
consequences for failing to file the 2008 Form 10-K on a timely
basis. The Company would be in violation of the reporting
requirements of the Securities and Exchange Commission ("SEC") and
will result in a deficiency letter from the SEC. As a result of this
deficiency, an "e" will appear next to the Company's symbol on the
Over the Counter Bulletin Board to inform the general investing
public that the Company is delinquent in its SEC filings. Failure to
bring the filing current may also result in the eventual loss of the
Company's stock listing. This could adversely affect the value of
the Company's common stock.
The Plaintiffs in the Dunbar case have agreed to allow the Company
to use the Asset Sale proceeds to pay the auditing fees. The Company
has requested that the Court modify the Order to permit the Company
and FMSC to atilize the proceeds of the Asset Sale to pay Parente's
auditing fees and complete its 2008 Form 10-K for filing and is
currently awaiting a ruling from the Court.
It is the Company's intention to file its 2008 Form 10-K as soon as
possible after the Court permits the payment of Parente's auditing
fees from the Asset Sale proceeds.
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/ Mindy Horowitz
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Name: Mindy Horowitz
Title: Acting Chief Financial Officer
Date: April 16, 2009