UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
April 27, 2004
P&F INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5332 22-1657413
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
300 Smith Street, Farmingdale, New York 11735
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(Address of principal executive offices) (Zip Code)
(631) 694-1800
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(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure.
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On April 27, 2004, the Board of Directors of P&F Industries, Inc. (the
"Company") unanimously adopted and approved an amendment to the Company's
Amended By-Laws to increase the number of directors of the Company to ten
persons. The amendment to the Company's Amended By-Laws became effective
immediately upon its adoption by the Board of Directors. A copy of the amendment
to the Amended By-Laws has been included in Exhibit 3.2 to this Current Report
on Form 8-K.
On April 27, 2004, the Board of Directors of the Company elected Jeffrey D.
Franklin and Mitchell A. Solomon to the Board of Directors.
Jeffrey D. Franklin, 50, has been a Vice President and the Chief Financial
Officer of Executive Charge Inc., a company providing billing and administrative
services for affiliated corporations in the transportation, package delivery,
radio communications and real estate managerial industries, for more than the
past five years. Mr. Franklin is a Certified Public Accountant licensed in the
State of New York. Mr. Franklin was also elected to serve as the Chairman of the
Audit Committee of the Board of Directors. Mr. Franklin's term as a director
will continue until the Company's 2006 Annual Meeting of Stockholders.
Mitchell A. Solomon, 44, has been President of EBY Electro, Inc., a
manufacturer of electric and electronic connectors and power supplies, for more
than the past five years. Mr. Solomon was also elected to serve as a member of
the Audit Committee and as Chairman of the Compensation Committee of the Board
of Directors. Mr. Solomon's term as a director will continue until the Company's
2005 Annual Meeting of Stockholders.
Item 7. Financial Statement and Exhibits.
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(c) Exhibits:
The following exhibit is filed herewith:
3.2 Amendment to the Company's Amended By-Laws effective April 27,
2004.
3.3 Press release issued by the Company on April 27, 2004.
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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 thereunto duly authorized.
P&F INDUSTRIES, INC.
By: Joseph A. Molino, Jr.
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Name: Joseph A. Molino, Jr.
Title: Vice President
Date: April 27, 2004
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EXHIBIT INDEX
Exhibit Description
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3.2 The amendment to the Company's
Amended By-Laws
3.3 Press release issued by the
Company on April 27, 2004
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