UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
OLYMPIC CASCADE FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.02 PER SHARE
(Title of Class of Securities)
68158N106
(CUSIP Number)
STEVEN A. ROTHSTEIN
C/O OLYMPIC CASCADE FINANCIAL CORPORATION
875 MICHIGAN AVENUE, STE. 1560
CHICAGO, ILLINOIS 60611
312-751-8833
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
ALAN I. ANNEX, ESQ.
GREENBERG TRAURIG, LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 801-9200
JULY 31, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which could alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 68158N106 SCHEDULE 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION N0. OF ABOVE PERSON (ENTITIES ONLY)
STEVEN A. ROTHSTEIN
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7. SOLE VOTING POWER
SHARES 145,000
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,703
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EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 145,000
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WITH 10. SHARED DISPOSITIVE POWER
281,363
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,363
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.75%
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14. TYPE OF REPORTING PERSON
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
2
SCHEDULE 13D/A
This Amendment No. 9 supplements and amends Amendment No. 8 on Schedule 13D
dated December 28, 2001 ("Amendment No. 8") filed by reporting person, Steven A.
Rothstein ("Rothstein"). This Amendment No. 9 supplements and amends Amendment
No. 8 only with respect to Items 4, 5, 6 and 7 as set forth below. All other
items are unchanged from Amendment No. 8. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in Amendment No. 8.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction is to provide working capital for the
Company as described more completely in Item 5 of this Amendment No. 9.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby supplemented and amended by adding thereto the following:
The Company and an IRA of Rothstein entered into agreements dated as of
July 31, 2002 and August 14, 2002, respectively (collectively, the "Purchase
Agreements") whereby the Company sold to an IRA of Rothstein an aggregate amount
of 2,100 shares of Company Series A Preferred Stock for an aggregate purchase
price of $210,000. The Series A Preferred Stock is convertible into the
Company's Common Stock at a price of $1.50 per share. Accordingly, the Series A
Preferred Stock is convertible into 140,000 shares of the Company's Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Please see the Purchase Agreements referenced in Item 5 and attached as
Exhibit A and Exhibit B to this Amendment No. 9.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. "Exhibit A" of this Schedule 13D/A is the Purchase Agreement entered
into by and between the Company and an IRA of Rothstein dated as of July 31,
2002 and is attached hereto.
2. "Exhibit B" of this Schedule 13D/A is the Purchase Agreement entered
into by and between the Company and an IRA of Rothstein dated as of August 14,
2002 and is attached hereto.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 15, 2002
By: /s/ Steven A. Rothstein
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Steven A. Rothstein