UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 2, 2005
P & F INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5332 22-1657413
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(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification
of Incorporation) Number)
300 Smith Street, Farmingdale, New York 11735
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 694-1800
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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):
[ ] 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 (17CFR 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.
Pursuant to an Asset Purchase Agreement (the "APA"), dated as of February
2, 2005, between Green Manufacturing, Inc. ("Green"), a wholly owned subsidiary
of P & F Industries, Inc. (the "Registrant"), and Benko Products, Inc.
("Benko"), Green sold certain of its assets comprising its Access Division (the
"Division") to Benko. The assets sold pursuant to the APA include, among others,
certain machinery and equipment, accounts receivable ("Purchased Receivables"),
inventory, intellectual property and other intangibles. Certain assets of the
Division were retained by Green, including, but not limited to, certain of the
Division's accounts receivable existing at the consummation of the sale to Benko
(the "Closing").
The purchase price paid by Benko in consideration for the assets acquired
pursuant to the APA was One Million Eight Hundred Thirty-Seven Thousand Seven
Hundred Fourteen and Sixty-Four One-Hundredths ($1,837,714.64) Dollars,
consisting of (a) a payment to Green at Closing of Eight Hundred Eighty Thousand
Sixty-Nine and Two One-Hundredths ($880,069.02) Dollars; (b) Eight Hundred
Thirty-Six Thousand Seven Hundred Eighty-Three and Thirty-Five One-Hundredths
($836,783.35) Dollars payable pursuant to the terms of a Promissory Note ("Note
1"), dated February 2, 2005, payable in various amounts over a twenty-one (21)
month period commencing as of the Closing; and (c) One Hundred Twenty Thousand
Eight Hundred Sixty-Two and Twenty-Seven One-Hundredths ($120,862.27) Dollars
payable pursuant to the terms of a Promissory Note (collectively with Note 1,
the "Notes"), dated February 2, 2005, payable in various amounts over a four (4)
month period commencing as of the Closing. Benko agreed to pay additional
consideration on an annual basis for the two (2) successive twelve (12) month
periods commencing as of the Closing, dependent on certain sales by Benko,
subject to certain other conditions. In addition, Benko assumed certain of
Green's contractual obligations. Pursuant to the APA, and subject to certain
conditions, Benko has the option to return, and Green must purchase, certain
delinquent Purchased Receivables. The obligations of Benko under the APA and the
Notes are guaranteed by each of a principal shareholder and an affiliate of
Benko, and partially secured by certain collateral.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of February 2, 2005,
between Green Manufacturing, Inc. and Benko Products, Inc.*
2.2 Promissory Note, dated February 2, 2005, made payable in the
original principal amount of Eight Hundred Thirty-Six
Thousand Seven Hundred Eighty-Three and Thirty-Five
One-Hundredths ($836,783.35) Dollars to the order of Green
Manufacturing, Inc.
2.3 Promissory Note, dated February 2, 2005, made payable in the
original principal amount of One Hundred Twenty Thousand
Eight Hundred Sixty-Two and Twenty-Seven One-Hundredths
($120,862.27) Dollars to the order of Green Manufacturing,
Inc.
99.1 Press Release, dated February 3, 2005, issued by P & F
Industries, Inc.
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* 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.
P & F INDUSTRIES, INC.
Date: February 3, 2005 /s/ Joseph A. Molino, Jr.
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Joseph A. Molino, Jr.
Vice President and
Chief Financial Officer