Current Report Filing (8-k)
November 10 2022 - 11:31AM
Edgar (US Regulatory)
0000075340
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0000075340
2022-11-10
2022-11-10
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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):
November 10, 2022
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, $1.00 Par Value |
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PFIN |
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NASDAQ |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 2.02. | Results of Operations and Financial Condition. |
On November 10, 2022, P
& F Industries, Inc. (the “Company”) issued a press release (the “Press Release”) which corrected
and restated a press release issued on November 9, 2022 announcing its financial results for the quarter ended June 30, 2022.
The Press Release also contains
an announcement by the Company that its Board of Directors declared a special cash dividend of $0.05 per share payable on November 30,
2022 to stockholders of record at the close of business on November 18, 2022.
A copy of the Press Release
is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in the Press
Release is being furnished, not filed, pursuant to Item 2.02 and Item 7.01 of this Current Report on Form 8-K. Accordingly, the information
in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act
of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information
in this Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report
is material or complete, or that investors should consider this information before making an investment decision with respect to any security
of the Company.
Item 7.01. |
Regulation FD Disclosure. |
The information set forth
in Item 2.02 is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
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: November 10, 2022 |
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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 Chief Financial Officer |
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