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):  December 31, 2007

 

P & F INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

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:

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

 

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.03.                                          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

The Board of Directors of the Company amended Article VI of the Company’s Amended By-laws (the “By-laws”), effective as of December 31, 2007, primarily to allow for the issuance of uncertificated shares. By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System, which allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates. The amendment to the By-laws also provides that each registered stockholder shall be entitled to a stock certificate upon written request to the transfer agent or registrar of the Company.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of amended Article VI of the By-laws, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01.                                          Financial Statements and Exhibits.

 

(d)                                 Exhibits:

 

3.1                                 Amended text of Article VI of the Amended By-laws, as amended, of P & F Industries, Inc., effective December 31, 2007.

 

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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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