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) ~~June~~September 219, 2013

Gilman Ciocia, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-22996		11-2587324
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11 Raymond Avenue, Poughkeepsie, New York		12603
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (845) 485-5278

N/A

(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 (see General Instruction A.2. below):

ý¨ 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 85.~~01 Other~~07 ~~Events.~~Submission of Matters to a Vote of Security Holders

~~Attached~~On ~~hereto~~September as9, ~~Exhibit~~2013, 99Gilman Ciocia, Inc.1 ~~and~~(the ~~incorporated~~“Company”) byheld ~~reference~~a ~~herein,~~special ismeeting aof ~~transcript~~stockholders of athe ~~conference~~Company ~~call~~for the purpose of ~~National~~considering ~~Holdings~~and ~~Corporation,~~voting aon ~~Delaware~~the ~~corporation~~proposals described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 9, 2013 (the “~~National~~Proxy Statement”). Holders of 62,192,939 inshares ~~connection~~of ~~with~~common stock of the ~~Agreement~~Company, ~~and~~representing ~~Plan~~approximately 64% of ~~Merger,~~the ~~dated~~shares of the common stock of the Company outstanding and entitled to vote as of ~~June~~August 207, 2013, ~~among~~the ~~National~~record date for the special meeting, ~~National~~were ~~Acquisition~~present ~~Corp~~in person or represented by proxy at the special meeting., A asummary ~~Delaware~~of ~~corporation~~the ~~and~~voting aresults ~~wholly-owned~~on ~~subsidiary~~each of ~~National,~~the ~~and~~proposals ~~Gilman~~submitted ~~Ciocia,~~to ~~Inc.~~a (vote of the “Company~~”).~~’s stockholders at the special meeting is set forth below:

~~Additional~~Proposal ~~Information~~1: ~~and~~Adoption ~~Where~~of tothe ~~Find~~Merger itAgreement

~~National~~The ~~will~~Company’s ~~file~~stockholders ~~with~~adopted the ~~SEC~~Agreement ~~a registration statement on Form S-4 that will include a proxy statement of the Company~~ and aPlan ~~prospectus~~ of ~~National~~Merger ~~relating~~(the to“Merger ~~National's~~Agreement”) ~~proposed~~dated ~~acquisition~~as of ~~the~~June ~~Company.~~20, ~~WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE~~2013, ~~BECAUSE~~by ~~THEY~~and ~~WILL~~among ~~CONTAIN IMPORTANT INFORMATION about~~ the Company, National, ~~and~~Holdings ~~the~~Corporation ~~proposed~~(“National”) ~~acquisition. Investors~~ and ~~security~~National ~~holders~~Acquisition ~~will~~Corp. ~~be able to obtain these materials~~ (~~when~~“Merger ~~they are available~~Sub”) and ~~other documents filed with~~ the ~~SEC~~transactions ~~free~~contemplated ofthereby. Pursuant ~~charge~~to at the ~~SEC’s~~Merger ~~website~~Agreement, ~~www.sec.gov.~~Merger InSub ~~addition,~~will ~~copies~~be ofmerged ~~the~~with ~~registration statement~~ and ~~proxy~~into ~~statement/prospectus (when they become available) may be obtained free of charge from~~ the Company ~~and National. Security holders may also read and copy any reports~~, ~~statements~~with ~~and other information filed by~~ the Company ~~and~~surviving ~~National with~~ the ~~SEC,~~merger atas ~~the~~a ~~SEC~~wholly ~~public~~owned ~~reference~~subsidiary ~~room~~of ~~at 100 F Street, N~~National.~~E.,~~ The ~~Washington~~tabulation ~~D.C.~~of ~~20549.~~votes ~~Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information~~ on ~~its~~this ~~public~~proposal ~~reference~~was ~~room.~~as follows:

Participants in the Merger Solicitation

For	Against	Abstain

62,125,180	62,256	5,503

~~The~~Proposal ~~Company,~~2: ~~National,~~Non-Binding ~~and~~Vote certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition. Information regarding the Company's directors and executive officers is available in the Company's proxy statement filed with the SEC on ~~November~~Certain ~~30,~~Compensation ~~2012~~Relating in connection with its 2013 annual meeting of stockholders, and information regarding National’s directors and executive officers is available in National’s proxy statement filed with the SEC on March 11, 2013 in connection with its 2013 annual meeting of stockholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to ~~be filed with~~ the ~~SEC when they become available.~~Merger

~~Non~~The Company’s stockholders approved, on a non-~~Solicitation~~binding, advisory basis, the “golden parachute” compensation payable to one of the Company’s executive officers in connection with the merger as described in the Proxy Statement. The tabulation of votes for this proposal was as follows:

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

For	Against	Abstain

61,707,174	400,641	85,124

~~Item~~Proposal ~~9.01 Financial~~3: ~~Statements~~Adjournment ~~and~~of ~~Exhibits.~~the Special Meeting

~~(d) Exhibits:~~The Company’s stockholders approved one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement. Because the Company’s stockholders approved Proposal 1, the Company did not need to adjourn the special meeting to solicit additional proxies in favor of Proposal 1.

99.1 Transcript of conference call.

For	Against	Abstain

62,088,896	95,237	8,803

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.

	Gilman Ciocia, Inc.
	(Registrant)
Date: June 24, 2013	/s/ Ted Finkelstein
Date: September 10, 2013	/s/ Michael Ryan
	Name:	~~Ted~~Michael ~~Finkelstein~~Ryan
	Title:	~~Vice~~ President

Filing Compare · GILMAN CIOCIA, INC.