SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 12, 2012
P & F INDUSTRIES, INC.
(Exact Name of Registrant as Specified in
|(State or Other Jurisdiction
||(Commission File No.)
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:
||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))|
||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year|
On September 12, 2012, the Board of Directors
(the “Board”) of P&F Industries, Inc. (the “Registrant”) held a Board meeting (the “Board Meeting”).
At the Board Meeting, the Board amended Article III, Section 1 of the By-laws of the Registrant (as amended on July 29, 2010) (the
“By-laws”) effective immediately to provide for eight directors (the “Amendment”). The By-laws previously
provided for nine directors.
The full text of the Amendment is attached
as Exhibit 3.1 hereto and is incorporated herein by reference.
At the Board Meeting, the Board also, effective
immediately: (i) appointed Mitchell A. Solomon to serve as the Board’s Lead Independent Director; (ii) replaced Mr. Solomon
as a member of the audit committee with Richard P. Randall, so that the members of such committee consist of Jeffrey D. Franklin
(Chairman), Howard Brod Brownstein and Mr. Randall; and (iii) appointed Howard Brod Brownstein as chairman of the Board’s
corporate governance and nominating committee, so that such committee consists of Mr. Brownstein (Chairman) and Robert L. Dubofsky.
The other committees of the Board remain unchanged.
||Financial Statements and Exhibits.|
||Amendment, effective September 12, 2012, to By-laws of the Registrant (as amended on July 29, 2010).|
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 14, 2012
||/s/ Joseph A. Molino, Jr. |
||Joseph A. Molino, Jr.|
||Chief Operating Officer and|
||Chief Financial Officer|