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): March 3, 2010
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) |
445 Broadhollow Road, Suite 100, Melville, New York 11747
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (631) 694-9800
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On March 3, 2010, P & F Industries, Inc. (the “Registrant”), and its subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”), Embassy Industries, Inc. (“Embassy”), Green Manufacturing, Inc. (“Green”), Countrywide Hardware, Inc. (“Countrywide”), Nationwide Industries, Inc. (“Nationwide”), Woodmark International, L.P. (“Woodmark”), Pacific Stair Products, Inc. (“Pacific”), WILP Holdings, Inc. (“WILP”), Continental Tool Group, Inc. (“Continental”) and Hy-Tech Machine, Inc. (“Hy-Tech”, and collectively with the Registrant, Florida Pneumatic, Embassy, Green, Countrywide, Nationwide, Woodmark, Pacific, WILP and Continental, the “Co-Borrowers”), received a letter dated March 2, 2010 (the “Notice”) from Citibank, N.A. and HSBC Bank USA, National Association (collectively, the “Lenders”) and Citibank, N.A., as Administrative Agent for the Lenders relating to the secured Credit Agreement, dated as of June 30, 2004, by and among the Co-Borrowers, the Lenders and the Administrative Agent, as previously amended (the “Credit Agreement”). The Notice stated that the Lenders will not make any further advances to the Co-Borrowers pursuant to the Credit Agreement.
The Registrant intends to continue to work towards extending the maturity date of the revolving loan commitment under the Credit Agreement and reestablishing the ability of the Co-Borrowers to seek further advances thereunder, of which no assurance can be given. The Registrant is also exploring obtaining alternative or supplemental sources of financing; however, there can be no assurance that the Registrant will be successful obtaining any other source of financing or that any such financing will be on terms favorable to the Registrant. There can also be no assurance that the Lenders and the Administrative Agent (i) will not accelerate the existing credit facility or (ii) will extend the maturity date of the revolving loan commitment under the Credit Agreement beyond March 30, 2010.
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. | |
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Date: March 9, 2010 |
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| By: | /s/ Joseph A. Molino, Jr. |
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| Joseph A. Molino, Jr. |
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| Vice President, |
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| Chief Operating Officer and |
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| Chief Financial Officer |