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)			July 12, 2013
AMERITRANS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		814-00193		52-2102424
(State or other jurisdiction of incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)
50 Jericho Quadrangle, Suite 109 Jericho, New York				11753
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code (212) 355-2449
(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:
☐	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 240.13a-4(c))

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Item~~Washington, 5D.~~02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers~~C. 20549

As previously disclosed, on June 26, 2013, Robert C. Ammerman filed an action in the Court of Chancery of the State of Delaware (the “Action”) against the four directors (the “Preferred Directors”) of Ameritrans Capital Corporation (the “Company”) elected by the separate vote of the holders of the Company’s 9 ⅜% participating cumulative preferred stock, face value $12.00 per share (the “Preferred Stock”), and against the Company as nominal defendant. The action seeks an order to validate actions taken by putative written consents (the “Consents”) of the holders of a majority of the Preferred Stock delivered by Mr. Ammerman and certain other holders of Preferred Stock to the Company, including the removal of the incumbent Preferred Directors and the appointment of Mr, Ammerman, Peter Kagunge, Frank Strohm and Arthur D. Little (the “Ammerman Faction”) as Preferred Directors. In connection with the Action, Mr. Ammerman is seeking the entry of a status quo order that would limit the ability of the incumbent board to take certain actions during the pendency of the Action. On July 12, 2013, Mr. Ammerman filed a related action in the Court of Chancery of the State of Delaware seeking to invalidate the provisions of the Company’s bylaws establishing the quorum and vote required for board action and alleging breach of fiduciary duty. Mr. Ammerman has moved to expedite these proceedings. On July 12, 2013, each of Michael Feinsod, Peter Boockvar, Howard F. Sommer, John R. Laird, Ivan J. Wolpert, Steven Etra and Elliott Singer, comprising all of the directors of the Company, resigned as directors of the Company. Prior to such resignation, the Board appointed the Ammerman Faction to fill the vacancies caused by the resignations of the Preferred Directors. Mr. Feinsod has also notified the Company of his resignation as President and Chief Executive Officer of the Company, effective as of the close of business today. Also, on July 8, 2013, Richard L. Feinstein resigned as Chief Financial Officer and Senior Vice President of Finance of the Company.______________

~~Prior~~FORM to their resignations, Messrs. Sommer, Boockvar amd Laird were members of the Board’s audit committee and Messrs. Wolpert, Boockvar and Laird were members of the Board’s Governance, Compensation, and Nominating Committee.8-K

After attempts to resolve the Action proved unsuccessful, each member of the Board, in light of the Company’s business and prospects and the effect of the action described above thereon, independently determined that it is advisable for such member to resign from the Board, so long as appropriate provision is made such that a Board constituting a majority of the total number of directors is in place following all such resignations.______________

~~Item~~CURRENT ~~5.03~~REPORTPursuant ~~Amendments~~ to ~~Articles~~Section of13 ~~Incorporation~~ or ~~Bylaws;~~15(d) ~~Change in Fiscal Year.~~of

~~Prior to their resignations,~~ the ~~Board~~Securities ~~also~~Exchange ~~amended~~Act ~~the Company’s bylaws to replace the supermajority quorum and voting provisions relating to action by the Board with simple majority quorum and voting provisions. A copy~~ of ~~the amendment to the Company’s bylaws is attached as Exhibit 3.1 hereto and is incorporated by reference herein.~~1934

~~Item~~Date ~~9.01~~of ~~Financial~~Report ~~Statements~~(Date ~~and~~of ~~Exhibits.~~earliest event reported) July 17, 2013

~~Exhibits:~~AMERITRANS CAPITAL CORPORATION

~~3.1 Amendment~~ (Exact toname ~~Bylaws~~ of ~~Ameritrans~~registrant ~~Capital~~as ~~Corporation.~~specified in its charter)

SIGNATURE

Delaware

814-00193

52-2102424

(State or other jurisdiction

of incorporation or organization)

(Commission
File Number)

(I.R.S. Employee
Identification Number)

~~Pursuant~~50 toJericho ~~the~~Quadrangle, ~~requirements~~Suite of109 ~~the Securities Exchange Act of 1934~~Jericho, asNew ~~amended,~~York ~~the~~11753 ~~registrant~~(Address ~~has~~of ~~duly~~principal ~~caused~~executive ~~this~~offices ~~report~~(Zip ~~to be signed on its behalf by the undersigned hereunto duly authorized.~~ Code)

	AMERITRANS CAPITAL CORPORATION
Date: July 12, 2013	By:	/s/ Michael Feinsod
		Name: Michael Feinsod Title: Chief Executive Officer and President

(212) 355-2449

(Registrant’s telephone number, including area code)

No change since last report

(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:

[_]

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

On July 17, 2013, Ameritrans Capital Corporation (the “Company”) entered into an agreement with Robert C. Ammerman, a director and equity holder of the Company, pursuant to which the Company may borrow up to $200,000 from Robert C. Ammerman at any time prior to December 31, 2013. Amounts borrowed pursuant to such agreement are unsecured and bear interest at a rate of 5% per annum. The Company is to repay any amounts borrowed thereunder on December 31, 2013, and may elect to prepay such amounts only at the direction of a majority of the Company’s directors, excluding Mr. Ammerman.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

On July 12, 2013, Sylvia Mullens resigned, effective immediately, as the Company’s Executive Vice President and Secretary. As of the close of business on July 12, 2013, the Company had no employees.

On July 22, 2013, the Company appointed Robert C. Ammerman as the Company’s interim Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. Mr. Ammerman, 59, is the Managing Member and co-founder of Capital Resource Partners, a Boston-based private equity firm established in 1987 . Mr. Ammerman owns 122,736 shares of the Company’s 9 3/8% Cumulative Participating Preferred Stock (face value $12.00) and 31,607 shares of the Company’s Common Stock. No compensation arrangements have yet been established between the Company and Mr. Ammerman with respect to Mr. Ammerman assuming the above-mentioned offices.

Item 8.01 Other Events

On July 22, 2013, the Company filed a Form 15 with the Securities and Exchange Commission to suspend the Company’s filing obligations pursuant to the Securities Exchange Act of 1934, as amended.

Forward Looking Statements

Information set forth in this Current Report on Form 8–K contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding indebtedness that may be incurred by the Company and the anticipated suspension of the Company’s filing obligations pursuant to the Securities Exchange Act of 1934, as amended. All forward-looking statements included in this communication are based on information available to the Company on the date hereof. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the Company’s results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Undue reliance should not be placed on any forward-looking statements, which speak only as of the date made. Neither the Company nor any other person can assume responsibility for the accuracy and completeness of forward looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the Company’s control. These factors include (without limitation) the financial needs of the Company and the ability of the Company to suspend its filing obligations pursuant to the Securities Exchange Act of 1934, as amended.

SIGNATURE

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.


	AMERITRANS CAPITAL CORPORATION


Date: July 22, 2013	By:	/s/ Robert C. Ammerman
		Name (Printed): Robert C. Ammerman
		Title: Director

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