Form 8-K dated October 24, 2005
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): October 24, 2005
P
&
F
INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-5332
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22-1657413
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(State
or Other Jurisdiction
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(Commission
File No.)
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(IRS
Employer
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|
of
Incorporation)
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Identification
Number)
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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
1.01. Entry
into a Material Definitive Agreement.
On
October 24, 2005, P & F Industries, Inc. (the “Registrant”) and Richard A.
Horowitz entered into an agreement (the "Amendment") amending the terms of
Section 3.4 of that certain Second Amended and Restated Employment Agreement,
dated as of May 30, 2001 (the "Employment Agreement"), between Mr. Horowitz
and
the Registrant. (See Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001.) Pursuant to the Amendment, the
Employment Agreement has been amended (a) to eliminate the obligation of the
Registrant to maintain a split-dollar life insurance policy on the life of
Mr.
Horowitz (the “Life Insurance Policy”); and (b) to provide that with respect to
the period commencing January 1, 2006 and terminating December 31, 2016, the
Registrant shall pay to Mr. Horowitz, on or before March 15 of each year during
such period, forty-five thousand, sixty-four and thirty-seven one hundredths
($45,064.37) Dollars.
Contemporaneously
with the Amendment, the Registrant entered into an agreement with the 1994
Richard A. Horowitz Family Trust (the “Trust”) and Mr. Horowitz, pursuant to
which (a) the parties agree to terminate that certain Collateral Assignment
(Split Dollar), dated September 29, 1994 (the “Assignment”), by the Trust to the
Registrant, pursuant to which the Trust had assigned to the Registrant the
Life
Insurance Policy, on the terms and conditions set forth in the Assignment;
and
(b) the Trust agrees to direct the insurance company that issued the Life
Insurance Policy to pay the Registrant at the earliest possible time the amount
of one hundred seventy-eight thousand, eight hundred thirty-nine ($178,839)
Dollars, such amount being equal to the Registrant’s net equity in the Life
Insurance Policy.
Mr.
Horowitz is Chairman of the Board, President, Chief Executive Officer, Assistant
Treasurer and a principal stockholder of the Registrant.
The
foregoing descriptions are summaries only, are not necessarily complete, and
are
qualified in their entirety by reference to the full text of the underlying
agreements.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| 10.1 |
Agreement,
dated October 24, 2005, between P & F Industries, Inc. and Richard A.
Horowitz.
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| 10.2 |
Agreement,
dated October 24, 2005, among P & F Industries, Inc., the 1994 Richard
A. Horowitz Family Trust and Richard A.
Horowitz.
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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 hereunto
duly authorized.
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P
& F INDUSTRIES, INC. |
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| Date: October
26, 2005 |
By: |
/s/ Joseph
A. Molino, Jr. |
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Joseph
A. Molino, Jr. |
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Title:
Vice
President,
Chief
Operating Officer and
Chief
Financial
Officer
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