Form 8K dated February 27, 2007
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): February 26, 2007
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:
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
February 26, 2007, Embassy Industries, Inc., a wholly-owned subsidiary of P
& F Industries, Inc., entered into a Contract of Sale to sell its
Farmingdale, New York premises to Tell Realty LLC for a purchase price of
$6,300,000.00. The
sale,
contingent upon completion of due diligence and other conditions set forth
in
the Contract of Sale, is expected to close on or about June 1, 2007.
The
foregoing description of the Contract of Sale is qualified in its entirety
by
reference to the text of the Contract of Sale,
which
is filed as Exhibit 10.1 to this report, and incorporated in this report by
reference. A
copy of
the press release announcing the execution of the Contract of Sale is attached
to
this
report
as
Exhibit 99.1, and incorporated in
this
report
by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
10.1
|
Contract
of Sale, dated as of February 26, 2007, between Embassy Industries,
Inc.
and Tell Realty LLC.
|
|
99.1
|
Press Release, dated February
27, 2007, issued by P & F Industries,
Inc. |
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.
P
&
F
INDUSTRIES, INC.
/s/
Joseph A. Molino, Jr.
Joseph
A.
Molino, Jr.
Vice
President,
Chief
Operating Officer and
Chief
Financial Officer