<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996
REGISTRATION NO. 333-12907
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
OLYMPIC CASCADE FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 6711
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL APPLIED FOR
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION
ORGANIZATION) NO.)
</TABLE>
1001 FOURTH AVENUE, SUITE 2200
SEATTLE, WASHINGTON 98154
(206) 622-7200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
STEVEN A. ROTHSTEIN
CHAIRMAN OF THE BOARD
1001 FOURTH AVENUE, SUITE 2200
SEATTLE, WASHINGTON 98154
(206) 622-7200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
LAWRENCE B. FISHER, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 506-5000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
OLYMPIC CASCADE FINANCIAL CORPORATION
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM S-4 ITEM LOCATION
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<C> <S> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus..... Facing Page of Registration Statement;
Outside Front Cover Page of Proxy
Statement/ Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus................................. Inside Front Cover Page and Outside Back
Cover Page of Proxy Statement/Prospectus
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information.............. Outside Front Cover Page of Proxy
Statement/ Prospectus; General Information;
Risks and Adverse Effects; Proposed
Reorganization
4. Terms of the Transaction..................... Proposed Reorganization
5. Pro Forma Financial Information.............. Not Applicable
6. Material Contacts with the Company Being
Acquired................................... Not Applicable
7. Additional Information Required for
Reoffering
by Persons and Parties Deemed to
be Underwriters............................ Not Applicable
8. Interests of Named Experts and Counsel....... Proposed Reorganization
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Not Applicable
10. Information with Respect to S-3
Registrants................................ Not Applicable
11. Incorporation of Certain Information by
Reference.................................. Not Applicable
12. Information with Respect to S-2 or S-3
Registrants................................ Not Applicable
13. Incorporation of Certain Information by
Reference.................................. Not Applicable
14. Information with Respect to Registrants Other
Than S-2 or S-3 Registrants................ Not Applicable
15. Information with Respect to S-3 Companies.... Not Applicable
16. Information with Respect to S-2 or S-3
Companies.................................. Not Applicable
17. Information with Respect to Companies Other
Than S-2 or S-3 Companies.................. Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be solicited......... General Information; Proposed
Reorganization; Security Ownership of
Certain Beneficial Owners and Management
19. Information if Proxies, Consents or
Authorizations are not to be Solicited, or
in an
Exchange Offer............................. Not Applicable
</TABLE>
<PAGE> 3
NATIONAL SECURITIES CORPORATION
1001 FOURTH AVENUE, SUITE 2200
SEATTLE, WASHINGTON 98154
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1996
To the Stockholders of National Securities Corporation:
A Special Meeting of Stockholders of National Securities Corporation, a
Washington corporation (the "Company"), will be held at the Company's office at
1001 Fourth Avenue, Suite 2200, Seattle, Washington 98154 at 1:30 p.m., local
time, on November 21, 1996, for the following purposes:
1. To approve the creation of a holding company by approving the Agreement
and Plan of Merger described in the accompanying Proxy
Statement/Prospectus;
2. To transact such other business as properly may come before the meeting.
Every holder of record of common stock, par value $0.02 per share ("Common
Stock") of the Company at the close of business on October 31, 1996 is entitled
to notice of the meeting and any adjournments or postponements thereof and to
vote, in person or by proxy, one vote for each share of Common Stock held by
such holder. A proxy statement and form of proxy with respect to the Special
Meeting are enclosed herewith. In addition, holders of Common Stock may be
entitled to assert dissenter's rights under Revised Code of Washington
23B.13.020. A copy of such chapter is enclosed with the Proxy
Statement/Prospectus.
By Order of the Board of Directors
STEVEN A. ROTHSTEIN
Chairman of the Board, President
Seattle, Washington
October 31, 1996
<PAGE> 4
NATIONAL SECURITIES CORPORATION
OLYMPIC CASCADE FINANCIAL CORPORATION
1001 FOURTH AVENUE, SUITE 2200
SEATTLE, WASHINGTON 98154
PROXY STATEMENT/PROSPECTUS FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1996
This Proxy Statement/Prospectus is being furnished in connection with the
solicitation by the Board of Directors of National Securities Corporation (the
"Company") of proxies to be voted at a special meeting of stockholders, to be
held on November 21, 1996 (the "Special Meeting"), and at any adjournments
thereof. This Proxy Statement/Prospectus is first being sent to stockholders on
or about October 31, 1996.
At the Special Meeting, the Company's stockholders will be asked to approve
the Agreement and Plan of Merger attached as Appendix A hereto (the
"Agreement"). The Board of Directors of the Company is recommending approval of
the Agreement in connection with a proposed corporate reorganization that will
create a holding company structure for the Company (the "Reorganization").
Olympic Cascade Financial Corporation ("Olympic"), a wholly owned subsidiary of
the Company that has been newly formed to effect the Reorganization will become
the parent holding company of the Company. All outstanding shares of the
Company's common stock, $.02 par value per share (the "Company Common Stock")
will be converted on a share-for-share basis into shares of common stock of
Olympic, $.02 par value per share (the "Olympic Common Stock"). As a result, the
owners of Company Common Stock will become the owners of Olympic Common Stock.
Subsequent to the Reorganization, the Company will continue to carry on its
present business as a subsidiary of Olympic. See "Proposed Reorganization."
This Proxy Statement/Prospectus also serves as the Prospectus of Olympic
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the issuance of up to 1,041,758 shares of Olympic Common Stock in
connection with the Reorganization.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY EITHER OLYMPIC OR THE COMPANY. THIS PROXY STATEMENT/PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES
OF OLYMPIC COMMON STOCK, NOR DOES IT CONSTITUTE THE SOLICITATION OF A PROXY, IN
ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS
NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
INFORMATION STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Proxy Statement/Prospectus is October 31, 1996.
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company with the Commission can be inspected and
copied at the public reference facilities of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington DC 20549, and at the Commission's New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048,
and the Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can also be obtained
at prescribed rates from the Public Reference Section of the Commission at its
Washington address. Such material may also be accessed electronically by means
of the Commission's home page on the Internet at http://www.sec.gov.
Following completion of the Reorganization described in this Proxy
Statement/Prospectus, Olympic will file such reports and other information under
the Exchange Act, and Olympic will send its stockholders annual reports
containing financial information that has been examined and reported upon, with
an opinion represented by, independent public accountants, and quarterly reports
with condensed financial information that has been reported on by independent
public accountants. Upon completion of the Reorganization, Olympic Common Stock
will be listed on the Nasdaq SmallCap Market.
A registration statement on Form S-4 under the Securities Act has been
filed with the Commission with respect to Olympic Common Stock offered by this
Proxy Statement/Prospectus. This Proxy Statement/Prospectus does not contain all
information set forth in such registration statement, certain portions of which
may have been omitted pursuant to rules and regulations promulgated by the
Commission. The omitted information may be obtained from the Commission as
indicated above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Proxy Statement/Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. These documents (other than
exhibits thereto) are available upon request from National Securities
Corporation, 1001 Fourth Avenue, Suite 2200 Seattle, Washington 98154, telephone
(206) 622-7200. In order to ensure timely delivery of the documents, any request
should be made by November 8, 1996.
The following documents filed with the Commission by the Company are
incorporated in this Proxy Statement/Prospectus by reference:
(a) Annual Report on Form 10-K of the Company for the fiscal year
ended September 29, 1995;
(b) Quarterly Reports on Form 10-Q of the Company for the quarters
ended December 29, 1995, March 29, 1996 and June 28, 1996, respectively;
and
(c) Information Statement for the Annual Meeting of Stockholders for
the Company held on February 17, 1996.
(d) the description of the Company's common stock set forth in the
Company's registration statements filed pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of updating
any such description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this Proxy Statement/Prospectus modifies and replaces
such statement. All documents filed by the Company pursuant to the Exchange Act,
subsequent to the date hereof and prior to the Special Meeting shall be deemed
to be incorporated herein by reference and to be a part of this Proxy
Statement/Prospectus from the date of the filing of such documents.
2
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
AVAILABLE INFORMATION................................................................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................................... 2
GENERAL INFORMATION................................................................... 4
RISKS AND ADVERSE EFFECTS............................................................. 4
PROPOSED REORGANIZATION............................................................... 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................ 9
</TABLE>
Appendix A -- Agreement and Plan of Merger
Appendix B -- Certificate of Incorporation of Olympic
3
<PAGE> 7
GENERAL INFORMATION
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Board knows of no matters likely to be brought before the Special
Meeting other than those described in this Proxy Statement/Prospectus. If any
other matters, not now known or determined, properly come before the Special
Meeting or any adjournment thereof, the persons named in the enclosed form of
proxy will vote such proxy in accordance with their best judgement in such
matters pursuant to discretionary authority granted in the proxy.
Any stockholder giving a proxy in the form accompanying this proxy
statement has the power to revoke the proxy prior to its exercise. A proxy can
be revoked by an instrument of revocation delivered at or prior to the Special
Meeting to the Secretary or Assistant Secretary of the Company, by a duly
executed proxy bearing a date or time later than the date or time of the proxy
being revoked, or at the Special Meeting if the stockholder is present and
elects to vote in person. Mere attendance at the Special Meeting will not serve
to revoke a proxy. Abstentions and "broker non-votes" (shares held by a broker
or nominee as to which a broker or nominee indicates on the proxy that it does
not have the authority, either express or discretionary, to vote on a particular
matter) are counted for purposes of determining the presence or absence of a
quorum.
All proxies received and not revoked will be voted as directed. If no
directions are specified, such proxies will be voted FOR approval of the
Agreement. An affirmative vote of the majority of votes present at the meeting
is necessary for approval of the Agreement. In all cases, shares with respect to
which authority is withheld, abstentions and broker non-votes that are not voted
will not be included in determining the number of votes cast.
The costs of solicitation of proxies will be borne by the Company. In
addition, the Company may reimburse brokerage houses and other custodians,
nominees and fiduciaries for expenses incurred in forwarding solicitation
materials to the beneficial owners of Company Common Stock. It is contemplated
that proxies will be solicited principally through the mail, but directors,
officers and regular employees of the Company may, without additional
compensation, solicit proxies personally or by telephone, telecopy, telex or
special delivery.
RECORD DATE AND BENEFICIAL OWNERSHIP
Only holders of record of Company Common Stock at the close of business on
October 31, 1996 (the "Record Date") are entitled to notice of and to vote at
the Special Meeting. At the Record Date, the Company had outstanding 845,248
shares of Company Common Stock (excluding treasury shares), each of which is
entitled to one vote. Of that total, 344,819 (or approximately 34.1%) is
beneficially owned by Steven A. Rothstein, the Company's Chairman of the Board.
Mr. Rothstein has informed the Company that he will vote in favor of the
approval of the Agreement.
MARKET PRICE OF NATIONAL SECURITIES CORPORATION COMMON STOCK
The Company's Common Stock is traded on the Nasdaq SmallCap Market. On
September 26, 1996, the high and low bid prices for Company Common Stock on the
Nasdaq SmallCap Market prior to public announcement of the proposed
reorganization were $8.25 and $8.00, respectively.
RISKS AND ADVERSE EFFECTS
Risks Associated with Increase in Authorized Capital Stock. The articles
of incorporation of the Company authorize 5,000,000 shares of Common Stock, $.02
par value (the "Common Stock"). The certificate of incorporation of Olympic
authorizes 10,000,000 shares of Common Stock, $.02 par value and 2,000,000
shares of Preferred Stock, $.01 par value (the "Preferred Stock"). The increase
in the number of shares of Common Stock authorized allows Olympic to issue a
greater amount of Common Stock than would otherwise be the case under the
Company's articles of incorporation which may have the effect of diluting the
stockholders of Olympic. In addition, the certificate of incorporation of
Olympic authorizes the Board of
4
<PAGE> 8
Directors to fix the rights, preferences, privileges and restrictions of one or
more series of the authorized shares of Preferred Stock without further vote or
action by the stockholders. Issuance of the authorized Preferred Stock by the
Board of Directors of Olympic could have the effect of (i) delaying, deferring
or preventing a change in control of the Company or (ii) otherwise modifying the
rights of holders of the Common Stock of Olympic under Delaware law.
PROPOSED REORGANIZATION
General. The Board of Directors of the Company has unanimously approved,
and recommended that the stockholders approve, a proposed corporate
reorganization pursuant to the Agreement. The Reorganization will create a
parent holding company and convert the Company Common Stock into Olympic Common
Stock on a share-for-share basis. The affirmative vote of a majority of the
outstanding shares of Company Common Stock is required for approval of the
Agreement.
Business of the Company and Olympic. The Company conducts a national
securities brokerage business through its main office in Seattle, Washington,
and through its 37 branch offices located in 16 states. The Company's business
includes securities brokerage for individual clients, market-making trading
activities and corporate finance services. The Company's principal executive
offices are located at 1001 Fourth Avenue, Suite 2200, Seattle, Washington
98154, telephone number (206) 622-7200. Olympic, a newly formed, wholly-owned
subsidiary of the Company, was organized under the laws of the State of Delaware
specifically for the purpose of becoming the new parent holding company in the
Reorganization. Its executive offices are located at the Company's principal
executive offices referred to above. Olympic has newly formed a wholly-owned
subsidiary, MergerSub, Inc. ("MergerSub"), specifically to effect the
Reorganization. Neither Olympic nor MergerSub has any significant assets or
capitalization nor has engaged in any business or prior activities other than in
connection with the Reorganization. The current business of the Company and its
subsidiaries will be operated by Olympic and its subsidiaries, including the
Company, after the Reorganization.
If the Agreement is approved by the stockholders and not terminated by the
Board of Directors of Olympic, the Reorganization will become effective at the
close of business on the date that an appropriate articles of merger is filed
with the Washington Secretary of State as required by Washington law. The
Company anticipates that the Reorganization will become effective promptly
following the Special Meeting.
Immediately following the Reorganization, Olympic will have the same
consolidated assets, liabilities and stockholders' equity and the same directors
and executive officers as the Company had immediately prior to such date.
However, there will be a change in the state of incorporation from the Company
to Olympic since the Company is now a Washington corporation and Olympic is a
Delaware corporation.
The Company's Certificate of Incorporation authorizes the issuance of
5,000,000 shares of Company Common Stock and no shares of preferred stock. As of
the date hereof, 845,248 shares of Company Common Stock are issued and
outstanding.
Terms and Conditions of the Reorganization. The following is a summary of
the terms and conditions of the Agreement. This summary does not purport to be
complete and is qualified in its entirety by reference to the Agreement,
incorporated in this Proxy Statement/Prospectus by reference and attached hereto
as Appendix A, and to the Certificate of Incorporation of Olympic attached to
this Proxy Statement/Prospectus as Appendix B.
The formation of the holding company structure contemplated by the
Agreement will be accomplished through the Reorganization pursuant to which
MergerSub will be merged with and into the Company. The Reorganization, pursuant
to the terms and conditions of the Agreement, is scheduled to become effective
at 12:01 a.m., Eastern Standard Time, on November 22, 1996 (the "Effective
Time"), at which time the separate existence of MergerSub will cease and the
Company, as the surviving corporation in the Reorganization, will become a
wholly-owned subsidiary of Olympic. Following the Reorganization, the Company
will continue to operate under the name "National Securities Corporation" and
Olympic will be known as "Olympic Cascade Financial Corporation".
5
<PAGE> 9
Under the Agreement, by virtue of the Reorganization, (i) in exchange for
shares of MergerSub Common Stock, Olympic will transfer to MergerSub the numbers
of shares of Olympic Common Stock equal to the number of shares of Company
Common Stock, respectively, issued and outstanding or held in treasury of the
Company; (ii) each share of Company Common Stock issued and outstanding or held
in treasury prior to the Effective Time will be exchanged for Olympic Common
Stock, respectively, upon the merger of MergerSub into the Company; (iii) each
share of Olympic Common Stock owned by the Company prior to the Effective Time
will be automatically cancelled and retired; and (iv) each share of MergerSub
Common Stock issued and outstanding immediately prior to the Effective Time will
be automatically converted into one share of Company Common Stock. As a result
of the transactions described above, Olympic will in effect replace the Company
as the publicly held corporation, and each stockholder of the Company
immediately before the Effective Time will own, immediately after the Effective
Time, the same number of shares of the same class of Olympic Common Stock as
such stockholder owned of Company Common Stock immediately before the Effective
Time.
Stock certificates representing Company Common Stock will, at the Effective
Time, automatically represent Olympic Common Stock. Stockholders of Company
Common Stock will not be required to exchange their stock certificates as a
result of the Reorganization. Following the Reorganization, certificates bearing
the name of Olympic will be issued in the normal course upon surrender of
outstanding Company Common Stock certificates for transfer or exchange. If any
stockholder surrenders a certificate representing shares of Company Common Stock
for transfer or exchange and the new certificate to be issued is to be issued in
a name other than that appearing on the surrendered certificate theretofore
representing Company Common Stock, it will be a condition to such transfer and
that the surrendered certificate be properly endorsed and otherwise be in proper
form for transfer and that the person requesting such transfer or exchange
either (i) pay Olympic or its agents any taxes or other governmental charges
required by reason of the issuance of a certificate registered in a name other
than that appearing on a surrendered certificate or (ii) establish to the
satisfaction of Olympic or its agents that such taxes or other governmental
charges have been paid.
The Reorganization will not be consummated unless the following conditions
are satisfied: (i) approval of the Agreement by the requisite vote of
stockholders of the Company; receipt of an opinion of Orrick, Herrington &
Sutcliffe LLP, counsel to Olympic and the Company, with respect to the federal
income tax consequences of the Reorganization; (ii) approval for quotation of
the shares of Olympic Common Stock issuable in the Reorganization on the Nasdaq
SmallCap Market; and (iii) effectiveness of the Registration Statement covering
the shares of Olympic Common Stock issuable in the Reorganization.
Reasons for the Reorganization. The Board has unanimously approved the
Agreement. In determining to approve the Agreement, the Board concluded that the
formation of a holding company structure for the Company will provide a
framework that can better accommodate future growth from internal operations,
will broaden the alternatives available for future financing and will generally
provide greater administrative and operational flexibility. In the course of its
review, the Board concluded that a holding company structure would better
reflect the managerial responsibilities for the different businesses in which
the Company is engaged and in which subsidiaries may one day be engaged. The
Board also believes that a holding company structure would broaden future
financing alternatives by allowing the operating subsidiaries of Olympic to
borrow funds from financial institutions and securing such borrowings by either
pledging capital stock of the holding company or causing the holding company to
guarantee the borrowings of the subsidiaries.
Certificate of Incorporation, Bylaws, and Rights of Stockholders of
Olympic. The Certificate of Incorporation and Bylaws of Olympic are
substantially identical to the Restated Certificate of Incorporation and Bylaws
of the Company. Holders of Olympic Common Stock immediately after the
Reorganization will have essentially the same rights as holders of Company
Common Stock immediately before the Reorganization except the authorized capital
stock of Olympic will consist of 10,000,000 shares of Common Stock, $.02 par
value and 2,000,000 shares of Preferred Stock, $.01 par value, as compared to
5,000,000 shares of Common Stock, $.02 par value and no shares of Preferred
Stock of the Company. The Company's Certificate of Incorporation and Bylaws are
included in the materials incorporated by reference in this Proxy Statement/
6
<PAGE> 10
Prospectus and Olympic's Certificate of Incorporation and Bylaws are included as
exhibits to the Registration Statement of which this Proxy Statement/Prospectus
forms a part.
Dividends. It is anticipated that the current dividend policy of the
Company will be maintained as the dividend policy of Olympic following the
Reorganization and related transactions, subject to future earnings and the
financial condition of Olympic and its subsidiaries and other factors.
Indebtedness. All of the Company's currently outstanding debt obligations
will continue to be obligations of the Company after the Reorganization.
Stock Option Plans. Pursuant to the Agreement, Olympic will adopt, as of
the Effective Time, the Company's 1996 Stock Option Plan, and will assume all
the then outstanding stock and stock option awards previously granted by the
Company under the 1996 Stock Option Plan and other similar Stock Option Plans
(collectively, the "Stock Option Plans") so that after the Effective Time all
such stock options will be exercisable, and all such awards granted, for Olympic
Common Stock on the same terms and conditions as applied to the Company Common
Stock before the Effective Time. Olympic will, after the Effective Time, be able
to grant awards to acquire Olympic Common Stock pursuant to the Stock Option
Plans on the same terms and conditions as the Company was able to grant such
awards before the Effective Time. A vote in favor of the Agreement will also
constitute stockholder approval of the adoption by Olympic of the Stock Option
Plans in connection with the Reorganization.
Exchange Act Filings. Following the Effective Time, Olympic will file
reports and other information under the Exchange Act, and it is expected that
the Company will cease to be a reporting company under the Exchange Act upon
consummation of the Reorganization.
Nasdaq SmallCap Market Quotation. The Company anticipates that the Olympic
Common Stock will be approved for quotation on the Nasdaq SmallCap Market under
the same symbol ("NATS") as the Company Common Stock. At the Effective Time, the
Company Common Stock will cease to be quoted on the Nasdaq SmallCap Market. As a
practical matter, current owners of the Company Common Stock will continue to be
able to sell their shares of Company Common Stock (or, after the Effective Time,
Olympic Common Stock) on the Nasdaq SmallCap Market without interruption.
Regulatory Approvals. The consummation of the transactions described
herein do not require the approval of, or compliance with rules promulgated by,
any federal or state regulatory authority.
Amendment or Termination of the Agreement. The Agreement may be terminated
or abandoned at any time prior to the Effective Time, whether before or after
stockholder approval, by action of the Board of Directors of Olympic. The
Company, Olympic and MergerSub, by action of their respective Boards of
Directors, may amend, modify or supplement the Agreement at any time before or
after its approval by the stockholders of the Company. After such approval, no
such amendment, modification or supplement may be made or effected that by law
requires further approval by such stockholders without the further approval of
such stockholders.
Federal Income Tax Consequences. The Company and Olympic have been advised
by their counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York, that,
in their opinion, for United States federal income tax purposes, assuming that
the Reorganization will take place as described in the Agreement:
(i) No gain or loss will be recognized by the Company, Olympic or the
stockholders of the Company upon the conversion or exchange of the Company
Common Stock for Olympic Common Stock pursuant to the Agreement;
(ii) The tax basis of Olympic Common Stock received by the Company's
stockholders pursuant to the Agreement will be the same as their tax basis
in the Company Common Stock converted or exchanged; and
(iii) The holding period of Olympic Common Stock to be received by the
Company's stockholders in connection with the Agreement will include the
period during which the Company Common Stock
7
<PAGE> 11
being converted or exchanged was held, provided that the Company Common
Stock is held as a capital asset in the hands of the stockholder at the
Effective Time.
Although it is not anticipated that state or local income tax consequences
to stockholders will vary substantially from the federal income tax consequences
described above, stockholders of the Company are urged to consult with their own
tax advisors with respect thereto, as well as with respect to any foreign taxes
applicable to foreign stockholders.
Appraisal Rights. Holders of Company Common Stock may be entitled to
assert dissenters' rights under Revised Code of Washington 23B.13.020.
Description of Olympic Capital Stock. The authorized number of shares of
capital stock of Olympic is identical to that of the Company. At the Effective
Time, the number of outstanding shares of Olympic Common Stock will in each case
be identical to the number of corresponding shares of the Company outstanding
prior to the Effective Time. At the Effective Time, the number of shares of
Olympic Common Stock held in Olympic's treasury will similarly be identical to
the number of corresponding shares held in the Company's treasury.
As is now the case with the Company Common Stock, no holder of Olympic
Common Stock has any preemptive rights. The shares of Olympic Common Stock to be
issued pursuant to the Reorganization or any shares of Olympic Common Stock to
be issued upon exercise of stock options under the Stock Option Plans of the
Company as they will be assumed by Olympic will be validly issued, fully paid
and nonassessable.
Holders of Olympic Common Stock are entitled to receive such dividends as
are declared by the Board of Directors of Olympic and are entitled to cast one
vote for each share on all matters voted upon by stockholders. Upon liquidation
of Olympic, holders of Olympic Common Stock are entitled to share equally and
ratably in any assets available for distribution to them.
The registrar and transfer agent for Olympic Common Stock and Company
Common Stock is TranSecurities International, Spokane, Washington.
Legal Opinions. The validity of the shares of Olympic Common Stock to
which this Proxy Statement/ Prospectus relates will be passed upon for the
Company and Olympic by Orrick, Herrington & Sutcliffe LLP, New York, New York,
counsel for each of the Company and Olympic.
8
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of October 29, 1996, the beneficial
ownership of Company Common Stock by each (i) director and executive officer of
the Company who is a beneficial owner of any shares of Common Stock, (ii) person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Company Common Stock and (iii) by all executive officers and
directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF CLASS NUMBER OF SHARES PERCENT OF CLASS
- ------------------------------------------ -------------- ---------------- -------------------
<S> <C> <C> <C>
Steven A. Rothstein....................... Common Stock 344,819(1) 34.1%(2)
2737 Illinois Road
Wilmette, IL 60091
Norman S. Lynn............................ Common Stock 93,713(3) 10.1%(2)
P.O. Box 1675
Highland Park, IL 60035
Robert I. Kollack......................... Common Stock 82,688 8.9%(2)
1001 Fourth Avenue, Suite 2200
Seattle, WA 98154
Mark McCloskey............................ Common Stock 22,050 2.5%(2)
1001 Fourth Avenue, Suite 2200
Seattle, WA 98154
Alexander H. Slivka....................... Common Stock 1,654 0.2%(2)
1001 Fourth Avenue, Suite 2200
Seattle, WA 98154
Larry Wells............................... Common Stock 55,125(4) 6.5%
10600 N. DeAnza Boulevard
Cupertino, CA 95014
A. Richards Rule.......................... Common Stock 54,190 6.4%
7770 El Camino Real
Carlsbad, CA 92009
Maynard Mall Realty Trust................. Common Stock 63,000 7.5%
95 Main Street
Maynard, MA
All executive officers and directors
as a group (5 persons)(1)(2)(3)......... Common Stock 544,924 45.4%
</TABLE>
- ---------------
(1) Includes shares owned directly by spouse and children. Also includes vested
but unexercised options.
(2) Assumes exercise of all vested options.
(3) Includes vested but unexercised options.
(4) Includes shares owned by Anacapa Venture Partners and Sundance Venture
Partners.
9
<PAGE> 13
APPENDIX A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of the
[ ] day of , 1996, is entered into among NATIONAL SECURITIES
CORPORATION, a Washington corporation ("NSC"), OLYMPIC CASCADE FINANCIAL
CORPORATION, a Delaware corporation and a wholly-owned subsidiary of NSC
("Olympic"), and MERGERSUB, INC., a Washington corporation and a wholly-owned
subsidiary of Olympic ("MergerSub") (NSC and MergerSub is each, individually, a
"Constituent Corporation" and are, collectively, the "Constituent
Corporations").
WITNESSETH:
WHEREAS, the board of directors of NSC has determined that it is in the
best interests of NSC and its stockholders to reorganize the corporate structure
of NSC by creating a holding company structure and, in order to effect such
reorganization, NSC has caused the incorporation of Olympic and Olympic has
caused the incorporation of MergerSub for the purpose of merging MergerSub with
and into NSC (the "Merger") in accordance with the applicable provisions of the
Washington Business Corporation Act (the "WBCA"), pursuant to which Merger all
outstanding shares of common stock of NSC will be converted into an equal number
of shares of common stock of Olympic, with the result and effect that present
stockholders of NSC will become stockholders of Olympic, NSC will become a
wholly-owned subsidiary of Olympic, and the corporate existence of MergerSub
will terminate;
WHEREAS, the authorized capital stock of NSC consists of 10,000,000 shares
of common stock, par value $.02 per share ("NSC Common Stock"). As of the date
hereof, [ ] shares of NSC Common Stock are issued and outstanding;
WHEREAS, the authorized capital stock of Olympic consists of 5,000,000
shares of common stock, par value $.02 per share ("Olympic Common Stock") of
which 100 shares are issued and outstanding and held by NSC;
WHEREAS, the authorized capital stock of MergerSub consists of 100 shares
of common stock, no par value ("MergerSub Common Stock"), all of which shares
are issued and outstanding and held by Olympic;
WHEREAS, in accordance with the applicable provisions of the WBCA, the
board of directors of NSC has approved this Agreement and the Merger, and the
other transactions contemplated hereby, such Merger and other transactions to be
on the terms and conditions set forth in this Agreement, and has directed that
this Agreement be submitted to the holders of NSC Common Stock at a meeting of
such stockholders for the purpose of considering and voting on the adoption of
this Agreement; and
WHEREAS, the respective boards of directors of Olympic and MergerSub have
approved this Agreement and the other transactions contemplated hereby.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Merger. Upon the terms and subject to the conditions set forth in this
Agreement, and in accordance with the WBCA, MergerSub shall be merged with and
into NSC at the Effective Time (as defined in Section 3). Following the
Effective Time, the separate corporate existence of MergerSub shall cease and
NSC shall continue as the surviving corporation (the "Surviving Corporation")
and shall succeed to and assume all the rights and obligations of MergerSub in
accordance with the WBCA.
2. Closing. The closing of the Merger (the "Closing") will take place at
10:00 a.m. on a date to be specified by the parties (the "Closing Date"), which
shall be no later than the second business day after satisfaction of the
conditions set forth in Section 9 at the offices of Orrick, Herrington &
Sutcliffe LLP, 666 Fifth Avenue, New York, New York 10103, unless another date
or place is agreed to in writing by the parties hereto.
<PAGE> 14
3. Effective Time. Subject to the provisions of this Agreement, as soon as
practicable following the satisfaction or waiver of the conditions set forth in
Section 9, the parties shall file articles of merger or other appropriate
documents (the "Articles of Merger") executed in accordance with the relevant
provisions of the WBCA and shall make all other filings or recording required
under the WBCA. The Merger shall become effective at such time as the Articles
of Merger is duly filed with the Washington Secretary of State, or at such other
time as MergerSub and the Company shall agree should be specified in the
Articles of Merger (the time the Merger becomes effective being hereinafter
referred to as the "Effective Time").
4. Certificate of Incorporation and Bylaws. At the Effective Time, the
Articles of Incorporation and the Bylaws of NSC, as in effect at the Effective
Time, shall be the articles of incorporation and bylaws of the Surviving
Corporation, and each shall thereafter remain in full force and effect from and
after the Effective Time until repealed, altered or amended, in each case in
accordance with its terms and the WBCA.
5. Directors and Officer. The directors and officers of NSC immediately
prior to the Effective Time (including, without limitation, the members of
committees of the board of directors of NSC) shall be the directors and officers
of the Surviving Corporation immediately after the Effective Time (including,
without limitation, the members of committees of the board of directors of the
Surviving Corporation). Such directors and officers of the Surviving Corporation
shall hold office from and after the Effective Time until their respective
successors are duly elected or appointed, as the case may be, and take office.
6. Conversion of Shares. Subject to the terms and conditions of this
Agreement, at the Effective Time:
(a) Olympic will issue and transfer [ ] shares of Olympic
Common Stock to MergerSub in exchange for 100 shares of MergerSub Common
Stock;
(b) Upon the merger of MergerSub into NSC, each share of NSC Common
Stock issued and outstanding or held in the treasury of NSC at the
Effective Time shall be converted into one fully paid and nonassessable
share of Olympic Common Stock, it being understood that, by virtue of the
Merger, no shares of NSC Common Stock shall be issued or outstanding after
the Effective Time, except as set forth in clause (c) of this Paragraph 6,
and, except as set forth in clause (c) of this Paragraph 6, each holder of
a certificate representing any shares of NSC Common Stock shall, after the
Effective Time, cease to have any rights with respect to such shares,
except the right to receive one share of Olympic Common Stock for each
share of NSC Common Stock represented by such certificate;
(c) Each of the 100 shares of Olympic Common Stock issued and
outstanding immediately prior to the Effective Time shall be cancelled and
retired and shall cease to exist, and each holder of a certificate
representing any such shares shall thereafter cease to have any rights with
respect thereto; and
(d) Each of the 100 shares of MergerSub Common Stock issued and
outstanding immediately prior to the Effective Time shall be converted into
one share of NSC Common Stock.
7. Exchange of Certificates. Following the Effective Time, each holder of
an outstanding certificate or certificates representing shares of NSC Common
Stock may, but shall not be required to, surrender the same to Olympic for
cancellation or transfer, and each such holder or transferee will be entitled to
receive certificates representing the same number of shares of Olympic Common
Stock as the shares of NSC Common Stock previously represented by the stock
certificates surrendered. If any certificate representing shares of Olympic
Common Stock is to be issued in a name other than that in which the certificate
representing NSC Common Stock surrendered is registered, it shall be a condition
to such issuance that the certificate surrendered shall be properly endorsed and
otherwise in proper form for transfer and the person requesting such issuance
shall either:
(i) pay NSC or its agents any taxes or other governmental charges
required by reason of the issuance of certificates representing shares of
Olympic Common Stock in a name other than that of the registered holder of
the certificate so surrendered; or
(ii) establish to the satisfaction of Olympic or its agents that such
taxes or governmental charges have been paid.
2
<PAGE> 15
Until so surrendered or presented for transfer, each outstanding
certificate which, prior to the Effective Time, represented NSC Common Stock
shall be deemed and treated for all corporate purposes to represent the
ownership of the same number of shares of Olympic Common Stock as though such
surrender or transfer and exchange had taken place.
8. Assumption of Obligations. Effective as of the Effective Time, NSC's
1996 Stock Option Plan (the "Stock Option Plan"), shall be adopted by Olympic
without any further action by Olympic, and Olympic will thereafter assume all
the then outstanding stock and stock option awards previously granted by NSC and
the Stock Option Plan so that after the Effective Time all such stock options
will be exercisable, and all such awards granted, for Olympic Common Stock on
the same terms and conditions as applied to the NSC Common Stock before the
Effective Time. Olympic will, after the Effective Time, be able to grant awards
to acquire Olympic Common Stock pursuant to the Stock Option Plan on the same
terms and conditions as NSC was able to grant such awards before the Effective
Time.
9. Conditions Precedent. The obligations of each of the Constituent
Corporations and Olympic to consummate the Merger and the other transactions
contemplated in this Agreement are subject to the fulfillment of each of the
following conditions at or prior to the Effective Time:
(a) Consents of Third Parties. NSC shall have received all requisite
consents, approvals and agreements of third parties necessary to ensure
that neither this Agreement nor the Merger contemplated herein shall
violate any provision of any material agreement, instrument, order,
arbitration award, judgement or decree, to which NSC, Olympic or MergerSub
is a party or by which it is bound, or give rise to any right to accelerate
any material indebtedness of NSC, Olympic or MergerSub or any of their
subsidiaries. All persons who have the right to acquire, or are parties to
any agreement providing that they shall receive, shares of NSC Common
Stock, which rights or agreements are not by operation of the terms of this
Agreement and without any action on the part of such persons converted at
the Effective Time into the right to acquire or an agreement to receive
shares of Olympic Common Stock in lieu of shares of NSC Common Stock shall
have entered into arrangements, satisfactory to NSC and Olympic, providing
for the substitution of Olympic Common Stock for NSC Common Stock under
such rights and agreements.
(b) Stockholder Approval. The Merger contemplated herein shall have
received the approval of holders of Common Stock of each of the Constituent
Corporations to the extent required by the WBCA and the respective Articles
of Incorporation of the Constituent Corporations.
(c) Registration of Olympic Common Stock; Nasdaq SmallCap Market
Quotation. A registration statement relating to the shares of Olympic
Common Stock to be issued or reserved for issuance pursuant to the Merger
and the other transactions contemplated herein shall be effective under the
Securities Act of 1933, as amended, and shall not be the subject of any
"stop order" thereunder. The Olympic Common Stock to be issued or reserved
for issuance pursuant to the Merger and the other transactions contemplated
herein shall have been approved for listing, subject to official notice of
issuance, by the Nasdaq SmallCap Market.
(d) Tax Opinion. NSC shall have received an opinion from Orrick,
Herrington & Sutcliffe LLP in form and substance satisfactory to NSC
stating that, for federal income tax purposes. [ADD TAX OPINION, IF ANY].
(e) Litigation. There shall be no litigation, proceeding or actions
pending or threatened concerning the Merger which in the judgment of the
Board of Directors of NSC renders consummation of the Merger inadvisable.
(f) Reservation of Authorized Shares. At the Effective Time, Olympic
shall have reserved and set aside from authorized but unissued shares of
Olympic Common Stock or shares of Olympic Common Stock held in Olympic's
treasury the number of shares of Olympic Common Stock necessary to satisfy
the obligations assumed by Olympic hereunder to issue and deliver such
shares in connection with the Merger, the Stock Option Plan and any other
agreements or rights providing for the issuance of shares of
3
<PAGE> 16
NSC Common Stock, such reservation to continue so long as and to the extent
required to satisfy such obligations assumed by Olympic.
NSC has the right to waive any of the conditions set forth in this
Paragraph 9.
10. Termination, Amendment and Waiver. The Merger and this Agreement may
be terminated or abandoned at any time prior to the Effective Time, whether
before or after approval of this Agreement by the stockholders of NSC, or by
action of the board of directors of NSC. The terms and conditions of this
Agreement may be amended by the respective boards of directors of the parties
without any further action or consent by the stockholders of NSC at any time
prior to the Effective Time; provided, however, that no such amendment after the
approval of this Agreement by the stockholders of NSC in accordance with the
WBCA shall (a) alter or change the amount or kind of consideration to be
received in exchange for all or any of the NSC Common Stock or the MergerSub
Common Stock, (b) alter or change any terms of the Articles of Incorporation of
NSC, or (c) alter or change any of the terms and conditions of this Agreement
if, in any such case, such alteration or change would adversely affect the
holders of NSC Common Stock or MergerSub Common Stock. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties. At any time prior to the Effective Time, the respective boards of
directors of the parties may waive compliance by the other parties with any of
the agreements or conditions contained in this Agreement. Any agreement on the
part of a party to any such waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party. The failure of any party
to this Agreement to assert any of its rights under this Agreement or otherwise
shall not constitute a waiver of such rights.
11. Miscellaneous.
(a) Assignment and Binding Effect. Neither Olympic nor any Constituent
Corporation may assign its rights or obligations under this Agreement
without the prior written consent of the other parties hereto. The
respective rights and obligations under this Agreement shall be binding
upon and inure to the benefit of Olympic and each of the Constituent
Corporations, and their respective successors and assigns.
(b) Governing Law. This Agreement shall be governed as to its
validity, interpretation and effect by the laws of the State of Washington
without regard to principles of conflicts of laws, and so far as
applicable, the merger provisions of the Delaware General Corporation Law.
(c) Captions. All captions and heading used herein are for convenient
reference only and do not form part of this Agreement.
(d) Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one and the same Agreement.
4
<PAGE> 17
IN WITNESS OF, NSC, Olympic and MergerSub, pursuant to the approval and
authority duly given by resolutions adopted by their respective Boards of
Directors, have each caused this Agreement to be executed and delivered by a
duly authorized officer thereof as of the date and year first above written.
NATIONAL SECURITIES CORPORATION
By:
------------------------------------
Steven A. Rothstein
Chairman of the Board
OLYMPIC CASCADE FINANCIAL
CORPORATION
By:
------------------------------------
MERGERSUB, INC.
By:
------------------------------------
5
<PAGE> 18
APPENDIX B
CERTIFICATE OF INCORPORATION
OF
OLYMPIC CASCADE FINANCIAL CORPORATION
The undersigned incorporator, for the purpose of incorporating or
organizing a corporation under the General Corporation Law of the State of
Delaware, as amended, certifies:
FIRST. The name of the Corporation is "Olympic Cascade Financial
Corporation".
SECOND. The address of the registered office of the Corporation in the
State of Delaware is 32 Loockerman Square, Suite L-100 in the City of Dover,
County of Kent. The name of its registered agent at that address is the
Prentice-Hall Corporation System, Inc.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.
FOURTH. The total number of shares of capital stock which the Corporation
shall have authority to issue is 10,000,000 shares of Common Stock, par value
$.02 per share (the "Common Stock") and 2,000,000 shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock").
The powers, preferences and rights of the shares of Preferred Stock and the
Common Stock, and the qualifications, limitations or restrictions thereof are as
follows:
A. PREFERRED STOCK
Authority is hereby vested in the Board of Directors of the Corporation to
provide for the issuance of Preferred Stock and in connection therewith to fix
by resolution providing for the issue of such series, the number of shares to be
included and such of the preferences and relative participating, optional or
other special rights and limitations of such series, including, without
limitation, rights of redemption or conversion into Common Stock, to the fullest
extent now or hereafter permitted by the Delaware General Corporation Law.
B. COMMON STOCK
(a) Each share of Common Stock issued and outstanding shall be identical in
all respects one with the other, and no dividends shall be paid on any shares of
Common Stock unless the same dividend is paid on all shares of Common Stock
outstanding at the time of such payment.
(b) Except for and subject to those rights expressly granted to the holders
of the Preferred Stock, or except as may be provided by the Delaware General
Corporation Law, the holders of Common Stock shall have exclusively all other
rights of stockholders including, but not by way of limitation, (i) the right to
receive dividends, when, as and if declared by the Board of Directors out of
assets lawfully available therefor, and (ii) in the event of any distribution of
assets upon liquidation, dissolution or winding up of the Corporation or
otherwise, the right to receive ratably and equally all the assets and funds of
the Corporation remaining after payment to the holders of the Preferred Stock of
the Corporation of the specific amounts which they are entitled to receive upon
such liquidation, dissolution or winding up of the Corporation as herein
provided.
(c) In the event that the holder of any share of Common Stock shall receive
any payment of any dividend on, liquidation of, or other amounts payable with
respect to, any shares of Common Stock, which he is not then entitled to
receive, he will forthwith deliver the same in the form received to the holders
of shares of the Preferred Stock as their respective interests may appear, or
the Corporation if no shares of Preferred Stock are then outstanding, and until
so delivered will hold the same in trust for such holders or the Corporation.
(d) Each holder of shares of Common Stock shall be entitled to one vote for
each share of such Common Stock held by him, and voting power with respect to
all classes of securities of the Corporation shall
<PAGE> 19
be vested solely in the Common Stock, other than as specifically provided in the
Corporation's Certificate of Incorporation, as it may be amended, with respect
to the Preferred Stock.
(e) No stockholder shall be entitled to any preemptive right to purchase or
subscribe for any unissued stock of any class or any additional shares of any
class to be issued by reason of any increase in the authorized capital stock of
the Corporation.
FIFTH. The name and mailing address of the incorporator is: Elise A. Wolf,
c/o Orrick, Herrington & Sutcliffe LLP, 666 Fifth Avenue, New York, NY 10103.
SIXTH. The Board of Directors is expressly authorized to adopt, amend or
repeal the By-laws of the Corporation.
SEVENTH. Elections of directors need not be by written ballot except and
to the extent provided in the By-laws of the Corporation.
EIGHTH. The number of directors constituting the Board of Directors shall
be determined by the Board of Directors, subject to the by-laws of the
Corporation. Any vacancy in the Board of Directors, whether arising from death,
resignation, removal (with or without cause), an increase in the number of
directors or any other cause, may be filled by the vote of either a majority of
the directors then in office, though less than a quorum, or by the stockholders
at the next annual meeting thereof or at a special meeting called for such
purpose. Stockholders may not apply to request that the Delaware Court of
Chancery summarily order an election to be held to fill any vacancies in the
Board of Directors whether or not, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board of Directors as constituted immediately prior
to any such vacancy or increase. Each director so elected shall hold office
until the next meeting of the stockholders in which the election of directors is
in the regular order of business and until his successor shall have been elected
and qualified.
NINTH. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after the date hereof to further limit the personal
liability of directors to the Corporation or its stockholders, the liability of
directors will be limited or eliminated to the maximum extent permitted by law
as so amended.
TENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
ELEVENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
2
<PAGE> 20
TWELFTH. Special meetings of the stockholders of the Corporation may only
be called by the board of directors of the Corporation upon the request of any
two directors, by the holders of one-third or more of the outstanding Common
Stock, or by the duly elected officers of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of September,
1996 and I affirm that the foregoing certificate is my act and deed and that the
facts stated herein are true.
/s/ ELISE A. WOLF
--------------------------------------
Elise A. Wolf, Sole Incorporator
c/o Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
3
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and Article VI of
Olympic's Bylaws provide for indemnification of Olympic's directors and officers
in a variety of circumstances, which may include liabilities under the Act.
Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of a director of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director (i)
breaches his duty of loyalty, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorized the payment
of a dividend or approves a stock repurchase in violation of the Delaware
General Corporation Law or (iv) obtains an improper benefit. Article Ninth of
Olympic's Certificate of Incorporation includes a provision which eliminates
directors' personal liability to the full extent permitted under the Delaware
General Corporation Law, as the same exists or may hereafter be amended.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------------------
<C> <S>
2.+ Form of Agreement and Plan of Merger among Olympic, MergerSub, and
National Securities Corporation (included as Appendix A to the Proxy
Statement/Prospectus).
3.1+ Form of Certificate of Incorporation of Olympic (included as AppendixB to the
Proxy Statement/Prospectus).
3.2+ Form of By-Laws of Olympic.
3.3+ Form of Articles of Incorporation of MergerSub, Inc.
3.4+ Form of By-Laws of MergerSub, Inc.
5.+ Form of Opinion of Orrick, Herrington & Sutcliffe LLP, counsel to
Olympic, relating to the legality of Olympic Common Stock.
8.* Opinion of Orrick, Herrington & Sutcliffe LLP as to certain tax matters.
23.+ Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibits 5 and 8).
24.+ Power of Attorney (contained on Signature Page).
99.1+ Form of proxy card for special meeting of stockholders of National Securities
Corporation on November 21, 1996.
</TABLE>
- ---------------
+ Previously filed.
* To be filed by amendment.
(B) FINANCIAL STATEMENT SCHEDULES
Not Applicable.
ITEM 22. UNDERTAKINGS.
(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Olympic pursuant to the provisions described under Item 20 above, or otherwise,
Olympic has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Olympic of expenses incurred
or paid by a director, officer or controlling person of Olympic in the
successful defense of any action,
<PAGE> 22
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Olympic will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(2) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(3) The undersigned registrant hereby undertakes that prior to any public
reoffering of the securities registered hereunder through use of a prospectus
which is a part of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to information called for by the
other Items of the applicable form.
(4) The undersigned registrant hereby undertakes that every prospectus (i)
that is filed pursuant to the paragraph immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the bona fide offering thereof.
(5) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
II-2
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Seattle, State of Washington, on the 30th day of October, 1996.
OLYMPIC CASCADE FINANCIAL CORPORATION
By: /s/ STEVEN A. ROTHSTEIN
---------------------------------------
Steven A. Rothstein
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ -----------------
<C> <S> <C>
/s/ STEVEN A. ROTHSTEIN Chairman of the Board and October 30, 1996
- --------------------------------------------- Director
Steven A. Rothstein
* Chief Executive Officer, October 30, 1996
- --------------------------------------------- President and Director
Robert I. Kollack
* Chief Financial Officer and October 30, 1996
- --------------------------------------------- Treasurer
Jay W. Hanville
* Director October 30, 1996
- ---------------------------------------------
Norman S. Lynn
</TABLE>
* By: /s/ STEVEN A.
ROTHSTEIN
-------------------------------
Steven A. Rothstein
Attorney-in-fact
II-3
