UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2004
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
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
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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))
EXPLANATORY NOTE
On December 17, 2004 P & F Industries, Inc. (the "Registrant") filed a
Current Report on Form 8-K under Items 1.01, 2.01 and 9.01 with the Securities
and Exchange Commission (the "Initial 8-K Filing"). Upon further consideration,
the Registrant has determined that no filing is required under Item 2.01, and
accordingly, no pro forma financial information is required under Item 9.01.
This Current Report on Form 8-K/A amends the Initial 8-K Filing.
Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to an Asset Purchase Agreement (the "APA"), dated December 13,
2004, effective as of the close of business on December 10, 2004 (the "Effective
Time"), among the Registrant, Green Manufacturing, Inc., a wholly owned
subsidiary of the Registrant ("Green"), and Rosenboom Machine & Tool, Inc.
("RMT"), Green sold certain of its assets comprising its Hydraulic Cylinder
Division to RMT. The assets sold pursuant to the APA include, among others,
machinery and equipment, work-in-process inventory and certain intangibles.
Certain assets were retained by Green, including, but not limited to, Green's
accounts receivable existing at the Effective Time. In consideration for the
assets acquired pursuant to the APA, RMT paid Green approximately Two Million
Three Hundred Seventy-Eight Thousand Five Hundred Fourteen ($2,378,514) Dollars,
and agreed to pay additional consideration on a quarterly basis for the twenty
(20) consecutive quarterly periods commencing as of the Effective Time,
dependent on certain sales by RMT, subject to certain other conditions. In
addition, RMT assumed certain of Green's contractual obligations.
Pursuant to a Limited Warranty Deed, dated as of December 8, 2004,
delivered on December 14, 2004, Green also sold to RMT the land and building
located at 1032 South Maple Street, Bowling Green, Ohio in consideration of
RMT's payment of approximately One Million Three Hundred Thousand ($1,300,000)
Dollars.
Pursuant to a Raw Materials Inventory Purchase Agreement between Green and
RMT, Green sold certain raw material inventory to RMT for approximately Six
Hundred Eighty-Five Thousand Nine Hundred Twelve ($685,912) Dollars. The
purchase price for such raw material inventory is payable pursuant to the terms
of a Promissory Note, dated December 10, 2004, payable in various amounts over a
one (1) year period commencing as of the Effective Time. The Promissory Note is
secured by a stand-by letter of credit issued by a bank on behalf of RMT. The
amount of such letter of credit automatically reduces thirty (30) days following
each principal payment date under such Promissory Note. Pursuant to an Inventory
Put Agreement between Green and RMT, Green has granted RMT the right to resell
to Green up to fifteen (15%) percent in value of any remaining raw material
inventory during the thirty (30) days following the first anniversary of the
Effective Time.
Green and RMT also entered into a Finished Goods Inventory Purchase
Agreement (the "FGIPA"), pursuant to which Green may sell, and RMT may purchase,
certain finished goods during the twelve (12) months following the Effective
Time. The aggregate purchase price payable under the FGIPA could be up to
approximately Eight Hundred Eighty-Eight Thousand Eight Hundred Thirty-Two
($888,832) Dollars. However, RMT has the right to return any inventory to Green
that is not deemed purchased by RMT under the terms of the FGIPA at the end of
its one (1) year term.
Pursuant to an Interim Lease between Green and RMT (the "Interim Lease"),
Green agreed to lease certain space in connection with the operation of Green's
Access Division. The term of the Interim Lease is from the Effective Time until
one hundred eighty (180) days thereafter, unless terminated earlier in
accordance with the terms of the Interim Lease. Such Interim Lease was
terminated on February 2, 2005.
Pursuant to a Transitional Services Agreement between Green and RMT (the
"TSA"), RMT agreed to provide certain administrative, accounting, manufacturing,
warranty and other services relative to Green and its Agricultural Division and
Access Division in consideration of certain amounts to be paid by Green,
determined in accordance with the TSA. The term of the TSA is from the Effective
Time until One Hundred Eighty (180) days thereafter, unless terminated earlier
in accordance with the terms of the TSA. Such TSA was partially terminated, with
respect to Access Services, as defined therein, on February 2, 2005.
Unless otherwise indicated, all documents referred to herein are dated
December 13, 2004, but effective as of the Effective Time.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.*
2.1 Asset Purchase Agreement, dated December 13, 2004, among
Rosenboom Machine & Tool, Inc., Green Manufacturing, Inc.
and P&F Industries, Inc.**
2.2 Limited Warranty Deed, dated as of December 8, 2004, from
Green Manufacturing, Inc. to Rosenboom Machine & Tool,
Inc.**
2.3 Raw Materials Inventory Purchase Agreement, dated December
13, 2004, between Green Manufacturing, Inc. and Rosenboom
Machine & Tool, Inc.**
2.4 Finished Goods Inventory Purchase Agreement, dated December
13, 2004, between Green Manufacturing, Inc. and Rosenboom
Machine & Tool, Inc.**
2.5 Finished Goods Security Agreement, dated December 13, 2004,
between Rosenboom Machine & Tool, Inc. and Green
Manufacturing, Inc.**
2.6 Promissory Note, dated December 10, 2004, made payable in
the original principal amount of Six Hundred Eighty Five
Thousand Nine Hundred Twelve ($685,912) Dollars to the order
of Green Manufacturing, Inc.
99.1 Press Release, dated December 14, 2004, issued by P & F
Industries, Inc.
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* Each of the listed exhibits was filed previously as part of the Initial 8-K
Filing, and is not being re-filed herewith.
** 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: March 4, 2005 /s/ Joseph A. Molino, Jr.
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Joseph A. Molino, Jr.
Vice President and
Chief Financial Officer