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): September 13, 2005
P & F
INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
1-5332 |
22-1657413 |
|
(State
or Other Jurisdiction |
(Commission
File No.) |
(IRS
Employer |
|
of
Incorporation) |
|
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))
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(d) On
September 13, 2005, effective immediately, the Board of Directors (the “Board”)
of P & F Industries, Inc. (the “Registrant”) elected Kenneth M. Scheriff to
the Board. Mr. Scheriff will serve in the class of
directors whose term expires at the 2008 annual meeting of
stockholders.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On
September 13, 2005, the Board amended (the “Amendment”) the Registrant’s Amended
By-laws, as
amended (the
"By-laws"). The Amendment, effective immediately upon its adoption by the Board,
provides that the Board
shall consist of ten persons. The
By-laws previously provided that the Board
shall consist of nine persons. The
foregoing description of the Amendment is qualified in its entirety by reference
to the text of amended Article
III, Section 1 of the By-laws, which is filed herewith as Exhibit 3 and
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| 3 |
Amended
text of Article
III, Section 1 of the Amended
By-laws,
as amended, of P
& F Industries, Inc., effective September 13,
2005 |
99 Press
Release, dated September 16, 2005, issued by P & F Industries,
Inc.
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: September 16,
2005 |
By: |
/s/ Joseph A. Molino,
Jr. |
| |
Joseph A. Molino, Jr. |
| |
Vice
President,
Chief
Operating Officer and
Chief
Financial Officer |