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):  October 26, 2012


National Holdings Corporation
 (Exact Name of Registrant as Specified in Charter)

 
Delaware
(State or Other Jurisdiction
of Incorporation)
001-12629
 (Commission File Number)
 
36-4128138
 (IRS Employer Identification No.)

 
120 Broadway, 27th Floor, New York, NY 10271
 (Address of Principal Executive Offices)

 
(212) 417-8000
 (Registrant's telephone number, including area code)


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.
£  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
£  
Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
£  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.




 
 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2012, Bryant R. Riley resigned as a member of the Company’s Board of Directors, effective October 29, 2012.

 
 

 

SIGNATURE


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 hereunto duly authorized.
 

 
National Holdings Corporation
(Registrant)
 
     
     
Date:  November 1, 2012       
       
 
By:
/s/ Mark Goldwasser  
   
Mark Goldwasser
 
    Chief Executive Officer