UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 11, 2005
P & F
INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
1-5332 |
22-1657413 |
|
(State
or Other Jurisdiction of Incorporation) |
(Commission
File No.) |
(IRS
Employer Identification Number) |
300
Smith Street, Farmingdale, New York 11735
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (631)
694-1800
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):
G Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
G
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
G
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
G
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
FORWARD
LOOKING STATEMENTS
The
Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a
safe harbor for forward-looking statements made by or on behalf of P&F
Industries, Inc. (the “Registrant”) and subsidiaries. The Registrant and
its representatives may, from time to time, make written or verbal
forward-looking statements, including statements contained in the Registrant's
filings with the Securities and Exchange Commission and in its reports to
stockholders. Generally, the inclusion of the words "believe," "expect,"
"intend," "estimate," "anticipate," "will," and similar expressions identify
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and that are intended to come within the safe
harbor protection provided by those sections. Any forward-looking statements
contained herein, including those related to the Registrant's future
performance, are based upon the Registrant's historical performance and on
current plans, estimates and expectations. Such forward-looking statements are
subject to various risks and uncertainties, including but not limited to, the
impact of competition, product demand and pricing, and those described in the
reports and statements filed by the Registrant with the Securities and Exchange
Commission, including, among others, those described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2004. Forward-looking
statements speak only as of the date on which they are made, and the Registrant
undertakes no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future developments or
otherwise.
Item
1.01 Entry
into a Material Definitive Agreement.
Pursuant
to an Asset Purchase Agreement (the “APA”), dated as of October 11, 2005, among
the Registrant, Embassy Industries, Inc., a wholly owned subsidiary of the
Registrant (“Embassy”), Mestek, Inc. (“Mestek”) and Embassy Manufacturing, Inc.,
a wholly owned subsidiary of Mestek (“EMI”), Embassy sold substantially all of
its operating assets to EMI. The assets sold pursuant to the APA include, among
others, machinery and equipment, inventory, accounts receivable and certain
intangibles. Certain assets were retained by Embassy, including, but not limited
to, cash and title to any real property owned by Embassy at the consummation of
the sale to EMI. The consideration paid by EMI for the assets acquired pursuant
to the APA was Eight Million Dollars ($8,000,000) subject to a closing
adjustment plus the assumption of certain liabilities and obligations of Embassy
by EMI.
Pursuant
to a Lease, dated as of October 11, 2005, between Embassy, as landlord and EMI,
as tenant (the “Lease”), Embassy has agreed to lease certain space
(approximately 60,000 rentable square feet) in the building located at 300 Smith
Street, Farmingdale, New York to EMI in connection with the operation of EMI’s
business, at an annual rental rate of $480,000, payable in monthly installments
of $40,000 each. The term of the Lease is for a period of six (6) months
commencing October 11, 2005 and terminating April 10, 2006; provided however,
that, in the event EMI serves notice on
Embassy
by December 31, 2005, the Lease may be extended on a month to month basis to,
and including, June 30, 2006.
Item
7.01 Regulation
FD Disclosure
The
information included in the press release attached as Exhibit 99.1 is
incorporated by reference into this Item 7.01 in satisfaction of the public
disclosure requirements of Regulation FD. This information is “furnished” and
not “filed” for purposes of Section 18 of the Securities and Exchange Act
of 1934, or otherwise subject to the liabilities of that section. It may be
incorporated by reference in another filing under the Securities and Exchange
Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such
subsequent filing specifically references the information incorporated by
reference herein.
Item
9.01 Financial
Statements and Exhibits.
|
(c) Exhibits.
|
|
|
2.1 |
Asset
Purchase Agreement, dated as of October 11, 2005, among Embassy
Industries, Inc., P&F Industries, Inc., Embassy Manufacturing, Inc.
and Mestek, Inc.*
|
|
99.1 |
Press
Release, dated October 11, 2005, issued by P & F Industries,
Inc. |
* Pursuant
to Rule 601(b)(2) of Regulation S-K, certain exhibits and schedules have been
omitted from this filing. The Registrant agrees to furnish to the Securities and
Exchange Commission on a supplemental basis a copy of any omitted exhibit or
schedule.
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.
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P
& F INDUSTRIES, INC. |
|
|
|
| Date: October 12,
2005 |
By: |
/s/ Joseph A. Molino,
Jr. |
| |
Joseph
A. Molino, Jr. |
| |
Vice
President, Chief Operating Officer and Chief Financial
Officer |