UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 8)
Under the Securities Exchange Act of 1934
P&F INDUSTRIES, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
692830508
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
MAY 14, 2012
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 692830508
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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Number of (7) Sole Voting Power 257,451
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 257,451
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 257,451
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 7.1%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated to read as follows:
Personal funds in the aggregate amount of $560,477.11 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
The respondent, who continues to hold the shares for investment purposes,
issued a press release on May 14, 2012, announcing his intention to WITHHOLD
director Jeffrey R. Franklin for reelection to the board, at the May 23, 2012
annual meeting. He also stated his intent to vote FOR director Howard
Brownstein's reelection, and FOR Richard Randall.
Respondent rejects Mr. Franklin, primarily because of Franklin's approval
of a renewed employment agreement for CEO Richard Horowitz, for an amount that
had previously been deemed at twice the peer group norms by outside advisor
Proxy Governance (and by the respondent's own survey work). Furthermore, Mr.
Franklin's unwillingness, or inability, to subject himself to appropriate
scrutiny, by releasing the peer group companies utilized in his compensation
analysis, is, in the respondent's mind, deeply troubling, highly
incriminating, and an assault upon shareholder trust. Finally, the fact that,
after serving for 8 years on the P&F board, Franklin has yet to own even ONE
single share of the company's common stock, evidences to the respondent that
Franklin does not deserve to sit on the board, as he is totally disinterested,
or otherwise incapable, of viewing the company as an actual investment, whose
purpose is to earn a satisfactory return for its shareholders. Instead,
Franklin seems to have as his primary motivating driver, fealty to the
fulfillment of CEO Richard Horowitz's purposes and intentions...most notably,
operating the entity to generate "largesse," for a CEO whose performance has
been a rank failure, from a long term shareholder value creation perspective.
Concomitant with the filing of this Amendment #8, respondent also reports
a decrease in his ownership position in the company's common stock to 7.1%,
from the 8.1% previously reported in Amendment #7, on January 10, 2012.
Respondent may increase or decrease his ownership position in P&F's
common stock in the future, based upon respondent's trading, investing,
diversification, margin, or other needs and purposes.
ITEM 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated to read as follows:
At the close of business on May 15, 2012, respondent has sole voting and
dispositive power over 257,451 shares of P&F Industries, Inc.'s common stock.
According to the Company's latest Form 10-Q filing, as of May 11, 2012, there
were 3,616,562 common shares outstanding. Respondent is therefore deemed to
own 7.1% of the Company's common stock. Transactions effected by the
respondent in the last 60 days, were performed in ordinary brokerage
transactions, and are indicated as follows:
03/22/12 sold 2500 shares at $4.43
03/23/12 sold 4000 shares at $4.505
03/26/12 sold 2415 shares at $4.636
03/27/12 sold 3080 shares at $4.748
03/28/12 sold 12,129 shares at $3.962
03/29/12 sold 2000 shares at $4.152
04/10/12 sold 7855 shares at $4.016
04/23/12 sold 3300 shares at $4.245
04/24/12 sold 5200 shares at $4.499
04/27/12 sold 13,964 shares at $4.362
04/30/12 sold 1551 shares at $4.50
05/02/12 sold 682 shares at $4.40
05/08/12 sold 12,500 shares at $4.246
ITEM 7. Material to be Filed as Exhibits
Exhibit #1: Globe Newswire Press release dated 5/14/12.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date 05/15/12
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor