Current Report Filing (8-k)
August 09 2019 - 6:08AM
Edgar (US Regulatory)
U.S. 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):
July 1, 2019
CAPITAL FINANCIAL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
North
Dakota
|
000-25958
|
45-0404061
|
(State or other
jurisdiction
of
incorporation)
|
(Commission File
Number)
|
(IRS Employer ID
No.)
|
1821 Burdick Expressway W
Minot, North Dakota 58701
(Address
of principal executive offices/Zip Code)
(701) 837-9600
(Registrant’s
telephone number, including area code)
_________________________________________________
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.01.
Completion of Acquisition or Disposition of Assets; Completion by
company or majority-owned subsidiary of “acquisition”
or “disposition” of “significant amount of
assets” otherwise than in ordinary course of
business.
In the first quarter of 2019, the Company’s subsidiary,
Capital Financial Services, Inc., executed a tentative Asset
Purchase and Assignment Agreement with another FINRA member broker
dealer, Calton & Associates, Inc. of Tampa, Florida
("Assignee"), wherein, subject to approval of FINRA and any other
securities regulatory authorities, Assignee would be entitled to
purchase certain retail customer accounts of the Company’s
subsidiary. The agreement became effective upon consent of FINRA on
July 1, 2019. Pursuant to the terms of the agreement, Assignee will
pay to the Company’s subsidiary a total of Three Hundred
Thousand Dollars for all retail accounts accepted by Assignee that
choose to transfer to Assignee, to be paid in installments as
follows: Seventy Five Thousand Dollars paid approximately July 19,
2019, Seventy Five Thousand Dollars to paid approximately October
1, 2019 and One Hundred Fifty Thousand Dollars on or before
December 31, 2019 (the transaction proceeds). The transaction
proceeds are to be deposited directly to an escrow account
established for the purpose of settlement of customer arbitration
claims against the Company’s subsidiary. The transfer of
retail customer accounts of the Company’s subsidiary to the
Assignee is currently in process but has not yet been completed.
Neither the Assignee, nor any affiliates, directors, officers or
associates of the Assignee have any material relationship with the
Company or the Company’s subsidiary, or with any affiliates,
directors, officers, or associates of the Company or the
Company’s subsidiary. On July 31, 2019 the Company’s
subsidiary terminated its relationships with all of its associated
independent registered representatives and thereby ceased its
active retail securities brokerage business. As of August 5, 2019
the Company subsidiary’s fully disclosed clearing arrangement
with RBC Correspondent Services was mutually concluded. The
Company’s subsidiary is maintaining its administrative,
reporting, accounting and compliance personnel and
functions.
SIGNATURES
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.
|
CAPITAL FINANCIAL HOLDINGS, INC.
|
|
|
|
|
|
Dated: August
8, 2019
|
By:
|
s/Gordon
Dihle
|
|
|
|
Gordon
Dihle
|
|
|
|
CEO
& President
|
|