SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OLYMPIC CASCADE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware Applied For
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1001 Fourth Avenue, Suite 2200
Seattle, Washington 98154
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(Address of principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.02 par value
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(Title of Class)
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Item 1. General Information.
(a) Olympic Cascade Financial Corporation ("Registrant") was
incorporated in the State of Delaware on September 27, 1996.
(b) Registrant's fiscal year ends on the last Friday of
September of each year.
Item 2. Transaction of Succession.
(a) National Securities Corporation is the predecessor entity
which had securities registered pursuant to Section 12(g) of the Act at the time
of succcession.
(b) Registrant, a newly formed, wholly-owned subsidiary of
National Securities Corporation ("National Securities"), was organized under the
laws of the State of Delaware specifically for the purpose of becoming the new
parent holding company of National Securities (the "Reorganization"). Registrant
has newly formed a wholly-owned subsidiary, MergerSub, Inc. ("MergerSub"),
specifically to effect the Reorganization. In exchange for shares of MergerSub
Common Stock, Registrant will transfer to MergerSub the numbers of shares of
Registrant Common Stock equal to the number of shares of National Securities
Common Stock issued and outstanding or held in treasury of National Securities.
Each share of National Securities Common Stock issued and outstanding or held in
treasury prior to the Reorganization will be exchanged for Registrant Common
Stock, respectively, upon the merger of MergerSub into National Securities. Each
share of Registrant Common Stock owned by National Securities prior to the
Reorganization will be automatically cancelled and retired. Each share of Merger
Sub Common Stock issued and outstanding immediately prior to the Reorganization
will be automatically converted into one share of National Securities Common
Stock. As a result of the transactions described above, Registrant will in
effect replace National Securities as the publicly held corporation, and each
shareholder of National Securities immediately before the Reorganization will
own, immediately after the Reorganization, the same number of shares of the same
class of Registrant Common Stock as such shareholder owned of National
Securities Common Stock immediately before the Reorganization.
Item 3. Securities to be Registered.
(1) Registrant is presently authorized to issue 10,000,000
shares of Common Stock, $0.02 par value.
(2) 100 shares of Registrant's Common Stock were issued and
outstanding and held by National Securities at October 31, 1996. Registrant
expects approximately 845,248 shares of its Common Stock to be issued and
outstanding immediately after the Reorganization.
(3) No shares of Registrant's Common Stock presently issued
are held by or for the account of Registrant.
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Item 4. Description of Registrant's Securities to be Registered.
The description of the Common Stock of Registrant to be
registered hereunder is set forth under the heading "Description of Olympic
Capital Stock" in Registrant's Form S-4 Registration Statement, as amended
(Registration No. 333-12907) (the "Registration Statement"), filed by Registrant
with the Securities and Exchange Commission, which description is incorporated
herein by reference.
Item 5. Financial Statements and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Exhibits.
1. Registrant's Proxy Statement/Prospectus (the
"Proxy Statement/Prospectus") (including Appendix A to the Proxy
Statement/Prospectus, "Form of Agreement and Plan of Merger" among Registrant,
MergerSub, and National Securities) is contained within the Registration
Statement and is incorporated herein by reference.
2. Form of Certificate of Incorporation of Registrant
is set forth as Appendix B to the Proxy Statement/Prospectus and is incorporated
herein by reference.
3. Form of By-Laws of Registrant is set forth as
Exhibit 3.2 to the Registration Statement and is incorporated herein by
reference.
4. Form of Articles of Incorporation of MergerSub is
set forth as Exhibit 3.3 to the Registration Statement and is incorporated
herein by reference.
5. Form of By-Laws of MergerSub is set forth as
Exhibit 3.4 to the Registration Statement and is incorporated herein by
reference.
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 3, 1997 OLYMPIC CASCADE FINANCIAL CORPORATION
By: /s/ Mark Roth
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Mark Roth
General Counsel
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