UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
NATIONAL
HOLDINGS CORPORATION
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
636375107
(CUSIP
Number)
Leslie
J. Croland, Esq.
Edwards
Angell Palmer & Dodge LLP
One
North Clematis Street, Suite 400
West
Palm Beach, Florida 33401
(561)
833-7700
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
July
1, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box o.
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D/A
(Amendment
No. 1)
CUSIP
NO. 636375107
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard
J. Sokolow
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a)
o
(b)
x*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO ITEMS 2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,596,250**
|
8
|
SHARED
VOTING POWER
32,873***
|
9
|
SOLE
DISPOSITIVE POWER
1,596,250**
|
10
|
SHARED
DISPOSITIVE POWER
32,873***
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,123
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%****
|
14
|
TYPE
OF REPORTING PERSON
IN
|
* The
reporting person expressly disclaims (i) the existence of any group and (ii)
beneficial ownership with respect to any shares other than the shares owned of
record by such reporting person.
** This
amount includes 797,500 shares issuable upon exercise of fully-vested stock
options and 798,750 shares of Common Stock.
*** This
amount includes (i) 15,555 shares of Common Stock held by the reporting person’s
adult son, (ii) 15,555 shares of Common Stock held by the reporting person’s
wife as custodian for the reporting person’s minor son, and 1,763 shares of
Common Stock held jointly by the reporting person and his wife. The
reporting person expressly disclaims beneficial ownership of the shares of
common stock held by the reporting person’s adult son and by the reporting
person’s wife as custodian for the reporting person’s minor son, and this
statement shall not be deemed an admission that the reporting person is the
beneficial owner of these shares.
****
Calculated after including the above referenced shares of Common Stock issuable
upon exercise of fully-vested stock options in the numerator and the
denominator.
Item
1. Security and
Issuer.
This
Amendment No. 1 amends and supplements the Statement on Schedule 13D filed on
July 2, 2008 (the “Original Schedule 13D”) by Leonard J. Sokolow (the “Reporting
Person”) and relating to the common stock, par value $.02 per share (the “Common
Stock”), of National Holdings Corporation, a Delaware corporation (the
“Issuer”). Except as disclosed herein, there has been no change in the
information previously reported in the Original Schedule 13D. Capitalized terms
not defined herein shall have the meaning ascribed to them in the Original
Schedule 13D.
This
Amendment No. 1 to Statement on Schedule 13D and the Original Schedule 13D are
hereinafter collectively referred to as this “Statement.”
Item
3. Source and Amount of Funds
or Other Consideration.
The
information set forth in Item 3 of the Original Statement is hereby amended and
supplemented by adding the following:
Except as
set forth below in response to Item 4 of this Amendment No. 1 to Statement on
Schedule 13D, the Reporting Person did not expend any funds in connection with
the acquisition of the securities described in Item 4 of this Amendment No. 1 to
Statement on Schedule 13D, which description is incorporated by reference in
response to this Item 3.
Item
4. Purpose
of Transaction.
The
information set forth in Item 4 of the Original Statement is hereby amended and
supplemented by adding the following:
On August
19, 2008, the Reporting Person paid $3,000 from personal funds to purchase 3,000
shares of Common Stock of the Issuer on the open market.
On
October 14, 2008, the Reporting Person paid $3,250 from personal funds to
purchase 5,000 shares of Common Stock of the Issuer on the open
market.
On
December 31, 2008, the stock option to purchase 490,000 shares of Common Stock
granted to the Reporting Person on July 1, 2008 vested with regard to 122,500
shares of Common Stock according to its terms. Additionally, on July
1, 2009, the stock option to purchase 1,000,000 shares of Common Stock granted
to the Reporting Person on July 1, 2008 vested with regard to 250,000 shares of
Common Stock in accordance with its terms.
Item
5. Interest in Securities of
the Issuer.
The
information set forth in Item 5 of the Original Statement is hereby amended by
the following:
|
(a)
|
According
to the Issuer, there were 17,150,704 shares of Common Stock outstanding as
of July 1, 2009. The Reporting Person may be deemed the
beneficial owner of 1,629,123 shares of Common Stock, which represents
9.1% of the outstanding shares of Common Stock. Such amount
includes (i) 798,750 shares of Common Stock owned by the Reporting Person,
(ii) 32,873 shares of Common Stock that may be deemed beneficially owned
by the Reporting Person and (iii) 797,500 shares of Common Stock issuable
upon exercise of fully-vested stock
options.
|
|
(b)
|
The
Reporting Person exercises sole voting and dispositive power with respect
to 798,750 shares of Common Stock owned by the Reporting
Person. In addition, the Reporting Person exercises sole
dispositive power with respect to 797,500 shares of Common Stock issuable
upon exercise of fully-vested stock
options.
|
|
The
Reporting Person may be deemed to exercise shared voting and dispositive
power with respect to the 32,873 shares of Common Stock that may be deemed
beneficially owned by the Reporting Person. Of these 32,873
shares of Common Stock, (i) 15,555 shares of Common Stock are held by the
Reporting Person’s adult son, Joshua Sokolow, (ii) 15,555 shares of Common
Stock are held by the Reporting Person’s wife as custodian for the
Reporting Person’s minor son, and (iii) 1,763 shares of Common Stock are
held jointly by the Reporting Person and his wife. The
Reporting Person expressly disclaims beneficial ownership of the shares of
common stock held by Joshua Sokolow and by Sharon Sokolow as custodian for
the Reporting Person’s minor son, and this Statement shall not be deemed
an admission that the Reporting Person is the beneficial owner of these
shares.
|
|
Sharon
Sokolow has a residence address at 19783 115th Avenue S., Boca Raton
Florida, 33498 and is unemployed. Joshua Sokolow has a
residence address at 19783 115th Avenue S., Boca Raton Florida, 33498 and
is a student. During the last five years, neither Sharon
Sokolow nor Joshua Sokolow has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. Each of Sharon Sokolow and Joshua Sokolow is a United
States citizen.
|
|
(c)
|
Except
as set forth in this Statement, there have been no sales or purchases with
respect to the Issuer's shares effected during the past sixty days by the
Reporting Person.
|
|
(d)
|
No
person other than the Reporting Person is known to have the right to
receive, or the power to direct the receipt of dividends from, or the
proceeds from the sale of, his shares of Common
Stock.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: July
21, 2009
/s/ Leonard J.
Sokolow
Leonard
J. Sokolow