P&F Industries, Inc. Form 8-K dated February 12, 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
12, 2007
P
& F INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-5332
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22-1657413
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
Number)
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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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G
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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G
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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G
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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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G
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 12, 2007, P & F Industries, Inc. (the “Company”) and Richard A.
Horowitz, the Chairman of the Company’s Board of Directors (the “Board”), and
its President and Chief Executive Officer, entered into an Executive Employment
Agreement (the “Employment Agreement”), effective as of January 1, 2007. The
Employment Agreement supersedes the Second Amended and Restated Employment
Agreement dated as of May 30, 2001, as amended, between the Company and Mr.
Horowitz.
The
Employment Agreement provides for Mr. Horowitz to serve as the Company’s
President and Chief Executive Officer and, if elected by the Board, Chairman
of
the Board, for a term expiring on December 31, 2011, unless sooner terminated
pursuant to the provisions of the Employment Agreement. Pursuant to the
Employment Agreement, Mr. Horowitz will receive a minimum annual base salary
of
$975,000. Mr. Horowitz’s base salary will be reviewed annually by the Board and
may be increased, but not decreased, from time to time. Mr. Horowitz will be
eligible for an annual discretionary incentive payment under the Company’s
Executive 162(m) Bonus Plan with a target of 90% of his then-current base
salary. Mr. Horowitz will also receive (i) senior executive level employee
benefits, (ii) an annual payment of $45,064.37 to cover premiums on a life
insurance policy, and (iii) a Company provided automobile.
In
the
event Mr. Horowitz’s employment is terminated by the Company without Cause (as
defined in the Agreement), or Mr. Horowitz resigns for Good Reason (as defined
in the Agreement), then subject to his execution of a general release, (i)
he
will continue to receive his base salary for 18 months, (ii) he will receive
a
pro rata bonus for the year of termination (the “Pro Rata Bonus”), and (iii) the
Company will pay his monthly COBRA premiums until the earlier of (a) 18 months
from the date of termination, (b) his becoming eligible for medical benefits
from a subsequent employer, or (c) his becoming ineligible for COBRA (the “COBRA
Payments”).
In
the
event Mr. Horowitz’s employment is terminated by the Company without Cause or he
resigns for Good Reason within two years following a Change in Control (as
defined in the Agreement) or, under certain circumstances, within six months
prior to a Change in Control, then subject to his execution of a general
release, he will receive the Pro Rata Bonus, the COBRA Payments, and a lump
sum
amount equal to the greater of (i) 18 months base salary or (ii) the lesser
of
(a) two times the sum of his base salary plus the amount of any bonus he
received for the year prior to the Change in Control, or (b) 3% of the value
on
the date of the Change in Control of the Company’s outstanding shares on a fully
diluted basis immediately prior to the Change in Control. Notwithstanding the
foregoing, amounts paid to Mr. Horowitz upon a Change in Control will be reduced
to 2.99 times his “base amount” (as determined in accordance with Sections 280G
of the Internal Revenue Code of 1986, as amended).
Pursuant
to the Employment Agreement, during term of his employment and for a period
of
eighteen months after termination of his employment, Mr. Horowitz is prohibited
from (i) competing with the Company, (ii) soliciting or hiring the Company’s
employees, representatives or agents, or (iii) soliciting any of the Company’s
customers. The Employment Agreement also prohibits Mr. Horowitz from using
or
disclosing any of the Company’s non-public, proprietary or confidential
information.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the
Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K
which is incorporated by reference herein.
In
addition, on February 12, 2007, effective as of January 1, 2007, the Company
authorized an increase the base salary of Joseph A. Molino, Jr., the Company’s
Vice President, Chief Operating Officer and Chief Financial Officer, such that
Mr. Molino’s base salary shall be paid at the rate of $325,000 per
year.
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Item
9.01.
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Financial
Statements and
Exhibits.
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10.1
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Executive
Employment Agreement, effective as of January 1, 2007, by and between
P&F Industries, Inc. and Richard A.
Horowitz.
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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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| Dated: February
13, 2007 |
By: |
/s/ Joseph
A.
Molino, Jr. |
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Joseph
A. Molino, Jr.
Vice
President,
Chief
Operating Officer and
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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10.1
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Executive
Employment Agreement, effective as of January 1, 2007, by and between
P&F Industries, Inc. and Richard A.
Horowitz.
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