8-K 1 tm2029118d1_8k.htm FORM 8-K

 

 

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): August 17, 2020

 

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:

 

¨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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Class A Common Stock,

$1.00 Par Value

  PFIN   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 1.01. Entry into a Material Definitive Agreement

 

On August 17, 2020, the Company, its subsidiaries Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech (together with the Company and Florida Pneumatic, collectively, “Borrowers”) and the Registrant’s subsidiaries Jiffy Air Tool, Inc. (“Jiffy”), ATSCO Holdings Corp. (“ATSCO”), Bonanza Properties Corp. (“Properties”), Continental Tool Group, Inc. (“Continental Tool”), Countrywide Hardware, Inc. (“Countrywide”), Embassy Industries, Inc. (“Embassy”), Exhaust Technologies, Inc. (“Exhaust”) and Hy-Tech Illinois, Inc. (formerly known as DaVinci Purchase Corp., and together with Jiffy, ATSCO, Properties, Continental Tool, Countrywide, Embassy and Exhaust, collectively, “Guarantors”) entered into a Second Modification Regarding Payroll Protection Program Consent (the “Modification Letter”) with Capital One, National Association, as agent (the “Agent”) for the lenders (the “Lenders”) from time to time party to the Loan Agreement (as defined below). The Modification Letter relates to (a) the Second Amended and Restated Loan and Security Agreement, dated as of April 5, 2017, as amended from time to time (the “Loan Agreement”), among the Borrowers, the Guarantors, the Agent and the Lenders and (b) that certain Payroll Protection Program Consent letter agreement dated April 17, 2020, among Borrowers, Guarantors, Lenders and Agent, as modified by that certain Modification Regarding Payroll Protection Program Consent, dated May 28, 2020, among Borrowers, Guarantors, Lenders and Agent (as so modified, the “Consent Letter”).

 

Pursuant to the Modification Letter, among other things, Agent and Lenders waived a condition contained in the Consent Letter which had provided for Borrowers and Guarantors to take certain actions set forth in the Consent Letter not later than 45 days after the eight-week period immediately following receipt of the proceeds of the PPP Loan (as defined in the Consent Letter), relating to the application for forgiveness of the PPP Loan in accordance with the Payroll Protection Program (as defined in the Consent Letter).

 

The foregoing descriptions of the Modification Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Modification Letter, attached hereto as Exhibits 10.1, and incorporated herein by reference.

  

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits:

 

10.1Second Modification Regarding Payroll Protection Program Consent, dated as of August 17, 2020, among Borrowers, Guarantors, Agent and Lenders.

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     P&F INDUSTRIES, INC.
     
Date: August 20, 2020    
     
  By: /s/ Joseph A. Molino, Jr.
    Joseph A. Molino, Jr.
    Vice President,
    Chief Operating Officer and
    Chief Financial Officer