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):  January 5, 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 January 5, 2012, Marshall S. Geller tendered his resignation as a member of the Board of Directors of National Holdings Corporation.

 
 

 

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:  January 5, 2012 
By:
/s/ Mark Goldwasser  
    Mark Goldwasser  
    Chief Executive Officer  
       

 
 
 
 
 
 
 
 
 
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