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): ~~December~~January 314, ~~2010~~2011

HUDSON HOLDING CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

000-15936

20-3766053

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


111 Town Square Place, Suite 1500A, Jersey City, New Jersey				07310
(Address of Principal Executive Office)				(Zip Code)

Registrant’s telephone number, including area code (201) 216-0100

(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 obligation of the registrant under any of the following provisions:

x¨ 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))

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Hudson Holding Corporation, a Delaware corporation (“Hudson”), Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“Rodman”), and HHC Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Rodman, entered into that certain Agreement and Plan of Merger, dated January 4, 2011 (the “Merger Agreement”), pursuant to which Rodman has agreed to acquire all of the outstanding shares of Hudson common stock in a stock-for-stock merger (the “Merger”). In connection with the Merger Agreement, as more fully described below, Hudson entered into amendments to: (i) terminate certain registration rights agreements, effective upon the Effective Time (as defined in the Merger Agreement) of the Merger, and (ii) remove references to registration rights in that certain Warrant No. 001, issued on June 20, 2008 to Seaport Hudson LLC, a Delaware limited liability company (“Seaport”), to purchase 4,000,000 shares of Hudson’s common stock (the “Warrant”), effective upon the Effective Time.

On January 4, 2011, Rodman & Renshaw Capital Group, Inc. a Delaware corporation (“Rodman”), HHC Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Rodman (“Merger Sub”), and Hudson Holding Corporation, a Delaware corporation (“Hudson”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that Rodman will acquire all of the outstanding shares of Hudson common stock in a stock-for-stock merger (the “Merger”) using an exchange ratio of 0.0338 shares of Rodman common stock for each share of Hudson common stock. The deal is valued at approximately $7.0 million, based upon a $2.69 valuation per share of Rodman’s common stock. The exchange ratio and aggregate merger consideration are subject to ~~adjustment,~~Terminate up2008 orRegistration ~~down,~~Rights ~~based upon the net liquid assets of Hudson at the effective time of the Merger. The Merger~~ Agreement; ~~provides~~Warrant ~~that~~Amendment ~~at the effective time of the Merger, Hudson will merge with and into Merger Sub, with Merger Sub continuing as a wholly owned subsidiary of Rodman.~~

AtOn ~~the~~January 4, ~~effective~~2010, ~~time~~Hudson ofand Seaport entered into that certain Agreement to Terminate Registration Rights Agreement (the ~~Merger,~~“Agreement ~~each~~to ~~outstanding~~Terminate”), ~~Hudson~~whereby ~~stock~~the ~~option~~parties ~~will~~agreed to terminate that certain Registration Rights Agreement, dated June 20, 2008, by and ~~each~~between ~~outstanding~~the ~~Hudson~~parties ~~warrant~~(the ~~will~~“2008 ~~convert~~Registration ~~into~~Rights aAgreement”), ~~warrant to~~effective ~~acquire~~upon 0the Effective Time.~~0338~~ ~~shares~~The of2008 ~~Rodman~~Registration ~~common~~Rights ~~stock,~~Agreement ~~subject~~provides toSeaport ~~appropriate~~with certain ~~adjustment~~registration rights with respect to the ~~exercise~~shares ~~price~~underlying the Warrant.

~~The~~In ~~Merger~~conjunction ~~Agreement~~with ~~contains customary~~the ~~representations,~~execution ~~warranties~~of ~~and~~the ~~covenants,~~Agreement ~~including~~to Terminate, ~~among~~on ~~other things~~January 4, ~~covenants that~~2011, ~~subject to certain exceptions: (i)~~ Hudson ~~will~~and ~~conduct~~Seaport ~~its~~also ~~business~~entered ininto ~~the~~that ~~ordinary~~certain ~~course~~Amendment ~~consistent~~to ~~with~~Stock ~~past~~Purchase ~~practice~~Warrant ~~until~~ (the ~~earlier~~“Warrant ~~of the~~Amendment”) ~~effective~~to, ~~time~~among ofother ~~the~~things, ~~Merger~~amend ~~and~~the ~~termination~~terms of the ~~Merger~~Warrant ~~Agreement; (ii) Rodman and Hudson will each use their reasonable best efforts~~ to ~~take~~eliminate ~~all~~references ~~actions necessary, proper or advisable under applicable laws and regulations~~ to ~~consummate~~ the ~~Merger~~2008 Registration ~~and~~Rights ~~the other transactions contemplated by the Merger~~ Agreement~~; and (iii) Hudson will not solicit~~, ~~initiate~~effective orupon ~~knowingly take any action that it knows or reasonably should know would facilitate or encourage~~ the ~~submission~~Effective ~~of any alternative acquisition proposal~~Time.

~~Consummation~~Seaport ~~of the Merger~~ is ~~subject~~one ~~to various conditions, including: (i) adoption~~ of ~~the Merger Agreement by~~ Hudson’s largest stockholders, inbeneficially ~~accordance~~owning approximately ~~with~~22% ~~Delaware law; (ii) the absence~~ of ~~any~~Hudson’s ~~applicable~~common ~~law~~stock ~~that~~as ~~prohibits, makes illegal or enjoins the consummation~~ of ~~the Merger; (iii)~~June ~~the~~24, ~~joint Registration Statement and Proxy Statement on Form S-4 having been declared effective by the U~~2010.S. ~~Securities and Exchange Commission (the “SEC”); and (iv) FINRA approval of the transaction.~~

~~The Merger~~ Agreement ~~contains certain termination rights for both of Rodman and Hudson, including the right of Hudson, under certain circumstances,~~ to ~~terminate~~Terminate ~~the~~2009 ~~Merger~~Registration ~~Agreement~~Rights ~~in order to enter into an alternative business combination that constitutes a “Superior Proposal” (as defined in the Merger~~ Agreement~~). The Merger Agreement further provides that, under specified circumstances, Hudson may be required to pay Rodman a termination~~ ~~fee of $350,000.~~

On January 5, 2011, Hudson, Seaport, Ken Pasternak, Anthony M. Sanfilippo and Ajay Sareen entered into that certain Consent of Majority Investor Holders and Majority Management Holders to Termination of Registration Rights Agreement, dated as of January 4, 2011 (the “Consent to Terminate”). Pursuant to the terms of the Consent to Terminate, the parties agreed, among other things, to terminate that certain Registration Rights Agreement, as amended, dated October 14, 2009, by and among Hudson, Seaport, Ken Pasternak, Anthony M. Sanfilippo, Ajay Sareen and certain other stockholders and investors as indicated on the signature pages thereto (the “2009 Registration Rights Agreement”), effective upon the Effective Time. The 2009 Registration Rights Agreement provides the parties thereto other than Hudson with certain demand and incidental registration rights with respect to their holdings of Hudson’s common stock.

Ken Pasternak is the Chairman and a director of Hudson and beneficially owned approximately 23% of Hudson’s common stock as of June 24, 2010. Anthony M. Sanfilippo is Hudson’s Chief Executive Officer and serves as a director of Hudson, and Ajay Sareen is the Chief Administrative Officer of Hudson Securities, Inc., a wholly owned subsidiary of Hudson.

Copies of the Agreement to Terminate, Warrant Amendment and Consent to Terminate are attached hereto as Exhibits 10.1, 4.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. You are encouraged to read these documents for a more compete

understanding of their terms. The foregoing ~~description~~descriptions of the ~~Merger~~Agreement ~~and~~to ~~the~~Terminate, ~~Merger~~Warrant ~~Agreement~~Amendment ~~does~~and ~~not~~Consent ~~purport~~ to beTerminate ~~complete~~are ~~and is~~ qualified in ~~its~~their entirety by reference to the ~~Merger~~full ~~Agreement,~~text ~~which~~of such ~~is filed as Exhibit 2~~documents.1 ~~hereto, and is incorporated by reference into this report.~~

~~Voting~~Item ~~Agreement~~3.03 Material Modification of Rights of Security Holders.

As adiscussed ~~condition~~in tomore ~~Rodman~~detail ~~entering~~in ~~into the Merger Agreement, on January~~Item 4,1.01 ~~2011, certain stockholders~~ of ~~Hudson~~this ~~who~~Current ~~are~~Report ~~members~~on ofForm ~~Hudson management~~8-K, ~~Hudson~~pursuant ~~directors~~to ~~or holders of 5% or more of~~ the ~~common stock of Hudson entered into a voting agreement with Rodman (the “Voting~~ Agreement~~”),~~ ~~in each~~to ~~case~~Terminate ~~with~~and ~~respect~~Consent to ~~all~~Terminate, ~~of the shares of Hudson common stock beneficially owned by such stockholders (collectively~~respectively, ~~the~~effective ~~“Voting~~upon ~~Agreement Shares”). The stockholders party to~~ the ~~Voting~~Effective ~~Agreement~~Time, ~~own approximately 50% of~~ the ~~voting~~2008 ~~power~~Registration ofRights ~~shares~~Agreement ~~entitled to vote on the Merger~~ and ~~have agreed to take~~ the ~~following~~2009 ~~actions,~~Registration ~~among~~Rights ~~others: (1) vote all Voting~~ Agreement ~~Shares~~shall inbe ~~favor~~terminated. ofIn ~~the~~addition, ~~Merger;~~effective ~~and~~upon ~~(2) vote~~ the ~~Voting~~Effective ~~Agreement Shares against any action~~Time, ~~transaction~~ orpursuant ~~agreement~~to ~~that~~the ~~would~~Warrant ~~result~~Amendment, inthe aWarrant ~~breach~~shall inbe ~~respect~~amended ~~of any covenant~~to, ~~representation~~among ~~or warranty or any~~ other ~~obligation~~things, oreliminate references ~~agreement~~to ~~of Hudson under~~ the ~~Merger~~2008 ~~Agreement~~Registration orRights ~~the Voting~~ Agreement.

AThe ~~copy~~information ofin ~~the~~Item 1.01 ~~form~~ of ~~Voting~~this ~~Agreement~~Current isReport ~~attached~~on ~~hereto~~Form as8-K ~~Exhibit 99.1 and~~ is incorporated into ~~herein~~this ~~by reference~~Item 3.03 ~~The foregoing description of the Voting Agreement is qualified in its entirety~~ by reference ~~to the full text of the form of Voting Agreement~~.

~~Item~~Forward-Looking ~~5.02~~Statements ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

OnStatements ~~December 31~~in this Current Report on Form 8-K that relate to Hudson’s beliefs, ~~2010~~expectations, intentions, strategies, plans, objectives, and performance, including Hudson’s ~~entered~~ability ~~into~~to ~~that~~close ~~certain~~the Merger ~~First~~and the effects thereof pursuant to the Agreement to Terminate, Warrant Amendment and Consent to Terminate, may constitute “forward-looking statements” within the ~~Employment~~meaning ~~Agreement~~of ~~dated October 12~~the Private Securities Litigation Reform Act of 1995, Section ~~2009~~27A ~~between~~of ~~Hudson~~the Securities Act of 1933, as amended, and ~~Anthony~~Section M21E of the Securities Exchange Act of 1934, as amended. ~~Sanfilippo~~Hudson (intends that all such statements be subject to the “~~Sanfilippo~~safe ~~Amendment~~harbor”) provisions of those Acts. Future events, risks and ~~that~~uncertainties, ~~certain~~individually ~~Amendment~~or ~~No. 3~~in the aggregate, could cause our actual results to ~~the~~differ ~~Employment~~materially ~~agreement~~from ~~dated~~those ~~January 1,~~expressed ~~2007~~or ~~between~~implied ~~Hudson~~in ~~and~~these ~~Keith~~forward-looking Rstatements. ~~Knox~~The material factors and assumptions that could cause actual results to differ materially from current expectations include, without limitation: (1) the ~~“Knox Amendment”~~inability to close the Merger in a timely manner; (2). ~~Both~~the inability to complete the ~~Sanfilippo~~Merger ~~Amendment~~due ~~and~~to the ~~Knox~~failure ~~Amendment~~to ~~amend~~obtain ~~certain~~stockholder ~~provisions~~approval and adoption of ~~Messrs.~~the Merger ~~Sanfilippo’s~~Agreement and ~~Knox’s~~approval ~~respective~~of ~~employment~~the ~~agreement~~Merger ~~addressing~~or ~~deferred~~the ~~compensation~~failure to ~~ensure~~satisfy ~~compliance~~other ~~with~~conditions ~~Section 409A~~ to completion of the ~~Internal~~Merger, ~~Revenue~~including ~~Code~~required regulatory and court approvals; (3) the failure of ~~1986~~the transaction to close for any other reason; and (4) actions taken, asor ~~amended~~conditions imposed by, the United States or foreign governments. Risk factors, cautionary statements and asother ~~permitted~~conditions which could cause Hudson’s actual results to differ from management’s current expectations are contained in Hudson’s ~~accordance~~filings with ~~Internal~~the ~~Revenue~~Securities ~~Service~~and ~~Notice~~Exchange ~~2010~~Commission. Hudson undertakes no obligation to update any forward-6looking statement to reflect events or circumstances that may arise after the date of this filing.

Item 7.01 Regulation FD Disclosure

On January 5, 2011 Rodman and Hudson issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

Rodman and Hudson will host a joint conference call on Wednesday, January 5, 2011 at 11:00 a.m. (Eastern). The conference call may include forward-looking statements.

All interested parties are invited to listen to Rodman’s President and CEO, Edward Rubin and CFO, David Horin, and Hudson’s CEO, Anthony Sanfilippo by dialing 1-877-407-8033 (domestic) or 1-201-689-8033 (international).

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The information furnished pursuant to this Item 7.01 shall not be deemed to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information or exhibits contain material information that is not otherwise publicly available. In addition, Hudson does not assume any obligation to update such information in the future.

Additional Information

In connection with the proposed Merger, Rodman will file a registration statement on Form S-4 with the SEC containing a prospectus of Rodman and other relevant documents relating to the acquisition of Hudson. The registration statement on Form S-4 will also include a proxy statement of Hudson, and the final proxy statement/prospectus will be mailed to stockholders of Hudson. Rodman and Hudson stockholders are urged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that will be part of the registration statement, because they will contain important information about Rodman, Hudson and the proposed transaction. Investors and securityholders will be able to obtain free copies of the registration statement and proxy statement/prospectus (when available) as well as other filed documents containing information about Rodman and Hudson, without charge, at the SEC’s website (www.sec.gov). Free copies of Rodman’s filings also may be obtained by directing a request to Rodman’s CFO by phone to (212) 356-0500, in writing to Rodman & Renshaw Capital Group, Inc., Attention: CFO, 1251 Avenue of the Americas, New York, NY 10022, by email to dhorin@rodm.com or at Rodman’s website (www.rodm.com). Free copies of Hudson’s filings also may be obtained by directing a request to Hudson’s CEO by phone to (201) 216-0100, in writing to Hudson Holding Corporation, 111 Town Square Plaza, Suite 1500A, Jersey City, NJ 07310, Attention: CEO, or at Hudson’s website (www. hudsonholdingcorp.com).

This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Proxy Solicitation

Rodman, Hudson and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the stockholders of Hudson with respect to the proposed transaction. More detailed information regarding the identity of the

potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the registration statement and proxy statement/prospectus and other materials to be filed with the SEC in connection with the proposed transaction. Information regarding Rodman’s directors and executive officers is also available in Rodman’s definitive proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on March 26, 2010. Information regarding Hudson’s directors and executive officers is also available in Hudson’s Annual Report on Form 10-K filed with the SEC on June 29, 2010. These documents are available free of charge at the SEC’s website at www.sec.gov and from Investor Relations at Rodman and Hudson.

Cautionary Statement Concerning Forward-Looking Statements

Statements in this Current Report on Form 8-K that relate to Rodman’s or Hudson’s future plans, objectives, expectations, performance, events and the like may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Hudson intends that all such statements be subject to the “safe harbor” provisions of those Acts. Future events, risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from those expressed or implied in these forward-looking statements. The material factors and assumptions that could cause actual results to differ materially from current expectations include, without limitation, the following: (1) the inability to close the Merger in a timely manner; (2) the inability to complete the Merger due to the failure to obtain stockholder approval and adoption of the Merger Agreement and approval of the Merger or the failure to satisfy other conditions to completion of the Merger, including required regulatory and court approvals; (3) the failure of the transaction to close for any other reason; (4) the possibility that the integration of Hudson’s business and operations with those of Rodman may be more difficult and/or take longer than anticipated, may be more costly than anticipated and may have unanticipated adverse results relating to Hudson’s or Rodman’s existing businesses; (5) the challenges of integrating and retaining key employees; (6) the effect of the announcement of the transaction on Rodman’s, Hudson’s or the combined company’s respective business relationships, operating results and business generally; (7) the possibility that the anticipated synergies and cost savings of the Merger will not be realized, or will not be realized within the expected time period; (8) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (9) the challenges of maintaining and increasing revenues on a combined company basis following the close of the Merger; (10) diversion of management’s attention from ongoing business concerns; (11) general competitive, economic, political and market conditions and fluctuations; (12) actions taken, or conditions imposed by, the United States or foreign governments; (13) adverse outcomes of pending or threatened litigation or government investigations; (14) the impact of competition in the industries and in the specific markets in which Rodman and Hudson, respectively, operate; and (15) other factors that may affect future results of the combined company described in the section entitled “Risk Factors” in the proxy statement/prospectus to be mailed to Hudson’s stockholders and in Rodman’s and Hudson’s respective filings with the SEC that are available on the SEC’s website located at www.sec.gov, including the sections entitled “Risk Factors” in Rodman’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and “Risk Factors” in Hudson’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010. Readers are strongly urged to

read the full cautionary statements contained in those materials. Hudson assumes no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

Item 9.01

Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated January 4, 2011, among Rodman & Renshaw Capital Group, Inc., HHC Acquisition, Inc. and Hudson Holding Corporation.
4.1		Amendment to Stock Purchase Warrant, dated January 4, 2011, by and between Hudson Holding Corporation and Seaport Hudson LLC.
99.1		Form of Voting Agreement.
10.1		Agreement to Terminate Registration Rights Agreement, dated January 4, 2011, by and between Hudson Holding Corporation and Seaport Hudson LLC.
99.2		Press Release, dated January 5, 2011 (furnished herewith pursuant to Item 7.01).
10.2		Consent of Majority Investor Holders and Majority Management Holders to Termination of Registration Rights Agreement, dated as of January 4, 2011, by and between Hudson Holding Corporation, Seaport Hudson LLC, Ken Pasternak, Anthony M. Sanfilippo and Ajay Sareen.

6* * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~HUDSON HOLDING CORPORATION~~	HUDSON HOLDING CORPORATION
Dated: January 5, 2011	By:	/s/ Anthony M. Sanfilippo
Dated: January 10, 2011		By:	/s/ Anthony M. Sanfilippo
		Name: Anthony M. Sanfilippo
			Name:	Anthony M. Sanfilippo
		Title: Chief Executive Officer
			Title:	Chief Executive Officer

Exhibit Index

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated January 4, 2011, among Rodman & Renshaw Capital Group, Inc., HHC Acquisition, Inc. and Hudson Holding Corporation.
4.1		Amendment to Stock Purchase Warrant, dated January 4, 2011, by and between Hudson Holding Corporation and Seaport Hudson LLC.
99.1		Form of Voting Agreement.
10.1		Agreement to Terminate Registration Rights Agreement, dated January 4, 2011, by and between Hudson Holding Corporation and Seaport Hudson LLC.
99.2		Press Release, dated January 5, 2011 (furnished herewith pursuant to Item 7.01).
10.2		Consent of Majority Investor Holders and Majority Management Holders to Termination of Registration Rights Agreement, dated as of January 4, 2011, by and between Hudson Holding Corporation, Seaport Hudson LLC, Ken Pasternak, Anthony M. Sanfilippo and Ajay Sareen.

Filing Compare · HUDSON HOLDING CORP