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: June 27, 2005
(Date of Earliest Event Reported)
OLYMPIC CASCADE FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 001-12629 36-4128138
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
875 North Michigan Avenue, Suite 1560, Chicago,
IL 60611 (Address of principal executive
offices) (Zip Code)
Registrant's telephone number, including area code: (312) 751-8833
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 1.01. Entry into a Material Definitive Agreement
On June 28, 2005, Olympic Cascade Financial Corporation (the "Company,"
"we" or "us") announced that it has entered into an Amended and Restated
Agreement and Plan of Merger, dated as of June 27, 2005 (the "Amended and
Restated Merger Agreement") by and among the Company, First Montauk Financial
Corp. ("First Montauk"), and OLY Acquisition Corporation, a wholly owned
subsidiary of First Montauk ("Merger Sub").
Under the terms of the Amended and Restated Merger Agreement, Merger Sub
will merge with and into the Company (the "Merger"). The Company will be the
surviving corporation of the Merger and will become a wholly owned subsidiary of
First Montauk. Each share of the Company's common stock, $0.02 par value per
share, issued and outstanding at the effective time of the Merger (the
"Effective Time") will be converted into the right to receive 1.75 shares of the
common stock of First Montauk, no par value ("First Montauk Common Stock"), plus
any cash in lieu of fractional shares of First Montauk Common Stock. Each share
of the Company's Series A Preferred Convertible Stock, $0.01 par value per
share, issued and outstanding at the Effective Time will be converted into the
right to receive one share of Series D Preferred Stock, of First Montauk.
In connection with the merger, the Company and First Montauk have each
executed letters of intent with St. Cloud Capital LLC, a Los Angeles based
investment firm, to provide approximately a total of $4.0 million of capital to
the Company and First Montauk. The investment by St. Cloud Capital is subject to
execution of definitive agreements, due diligence investigation and customary
closing conditions.
Under the terms of the Amended and Restated Merger Agreement, Mark
Goldwasser, President and Chief Executive Officer of the Company and Victor K.
Kurylak, President and Chief Executive Officer of First Montauk will comprise
the Office of the Chief Executive Officer of the Company. Both will report
directly to the Company's Board of Directors. It is anticipated that Marshall
Geller, a Senior Managing Director of St. Cloud Capital will become
non-executive chairman of the Company's seven person Board of Directors. The
terms of the Amended and Restated Merger Agreement provide that each of the
Company and First Montauk will have three persons on the Company's Board of
Directors. Mr. Herbert Kurinsky, the current Chairman of First Montauk, Mr.
William Kurinsky, the current Vice-Chairman of First Montauk, Mr. Victor K.
Kurylak, and One Clark LLC, an affiliate of Mr. Goldwasser, have agreed to vote
their respective shares in favor of the merger.
The closing of the Merger is subject to the completion of the affirmative
vote of the Company and First Montauk shareholders, regulatory approvals, and
other customary closing conditions.
The foregoing description of the Merger and the Amended and Restated
Merger Agreement is qualified in its entirety by reference to the Amended and
Restated Merger Agreement and the Company's joint press release with First
Montauk announcing the proposed Merger. The Amended and Restated Merger
Agreement and the press release are each filed as an exhibit to this report and
are incorporated herein by reference.
This material is not a substitute for the proxy statement/prospectus that
the Company will file with the Securities and Exchange Commission. Investors are
urged to read the document when it is available because it will contain
important information, including detailed risk factors. The proxy
statement/prospectus with other important documents to be filed by the Company
will be available free of charge at the SEC's website, www.sec.gov or from the
Company. The Company's directors and certain other executive officers may be
considered participants in the solicitation of proxies in connection with the
Merger. Information concerning the Company's directors and executive officers
can be found in the documents filed by the Company with the SEC. Certain
directors and executive officers of the Company may have direct or indirect
interest in the Merger. Additional information about the participants will be
contained in the proxy statement/prospectus.
Item 7.01. Regulation FD Disclosure
On June 28, 2005, the Company and First Montauk issued a joint press release
announcing the Amended and Restated Agreement and Plan of Merger. A copy of the
press release is filed as an exhibit herewith.
Item 9.01 Financial Statements and Exhibits
Exhibit
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10.46 Amended and Restated Agreement and Plan of Merger, dated June
27, 2005, by and among Olympic Cascade Financial Corporation,
OLY Acquisition Corporation and First Montauk Financial Corp.
99.1 Press Release dated June 28, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLYMPIC CASCADE FINANCIAL CORPORATION
By: /s/ Mark Goldwasser
-------------------
Mark Goldwasser
President and Chief Executive Officer
Dated: June 29, 2005