{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-127773","form_type":"8-K","ticker":null,"cik":"0000075340","company_name":"P&F INDUSTRIES INC","filed_at":"2023-12-20T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.953923+00:00","generated_at":"2026-06-07T10:15:24.286751+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","5.07","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"P&F Industries acquired by ShoreView for $13.00/share; stock delisted from Nasdaq","bullets":["Merger closed Dec 20, 2023; PFIN shareholders receive $13.00 per share in cash, no interest.","All outstanding shares converted to cash; options and restricted shares cashed out per formula.","Company terminated its Credit Agreement with Capital One; all amounts repaid in full.","Board replaced: Peter Zimmerman, Thomas D'Ovidio, Madeleine Shumaker, David Wakefield, Tim Ristoff appointed.","Stockholders approved merger at special meeting on Dec 19, 2023; 2,762,243 votes For, 588 Against."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-127773","json":"https://secwatch.observer/filing/0001104659-23-127773.json","markdown":"https://secwatch.observer/filing/0001104659-23-127773.md","text":"https://secwatch.observer/filing/0001104659-23-127773.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/tm2333328d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T10:15:24.286751+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1dfcca90e9","claim":"Peter Zimmerman was appointed as member of the board of directors at P&F INDUSTRIES INC.","evidence_excerpt":"Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"member of the board of directors"}],"fact_type":"executive_change"},{"claim_id":"7c23f16427","claim":"Thomas D’Ovidio was appointed as member of the board of directors at P&F INDUSTRIES INC.","evidence_excerpt":"Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"member of the board of directors"}],"fact_type":"executive_change"},{"claim_id":"97cccbf77b","claim":"Tim Ristoff was appointed as member of the board of directors at P&F INDUSTRIES INC.","evidence_excerpt":"Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"member of the board of directors"}],"fact_type":"executive_change"},{"claim_id":"9c4704181a","claim":"Madeleine Shumaker was appointed as member of the board of directors at P&F INDUSTRIES INC.","evidence_excerpt":"Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"member of the board of directors"}],"fact_type":"executive_change"},{"claim_id":"e8e1c88331","claim":"David Wakefield was appointed as member of the board of directors at P&F INDUSTRIES INC.","evidence_excerpt":"Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"member of the board of directors"}],"fact_type":"executive_change"},{"claim_id":"0822fb3e70445619f1c284f8849a9c3fed7a92e6","claim":"P&F INDUSTRIES INC: Certificate of incorporation amended and restated in its entirety upon merger effective time.","evidence_excerpt":"At the effective time of the Merger, the certificate of incorporation of the Company and the by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"b380086783a6887ee126684389fa6b728f85598e","claim":"P&F INDUSTRIES INC: By-laws amended and restated in their entirety upon merger effective time.","evidence_excerpt":"At the effective time of the Merger, the certificate of incorporation of the Company and the by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"e670762220f732af8cd6a67f086b686bb6381541","claim":"P&F INDUSTRIES INC terminated Credit Agreement with Capital One, National Association.","evidence_excerpt":"the Company terminated the Second Amended and Restated Loan and Security Agreement, dated April 5, 2017, by and among the Company, Florida Pneumatic Manufacturing Corp. (\" Florida Pneumatic \"), Hy-Tech Machine, Inc. (\" Hy-Tech \"), ATSCO Holdings Corp. (\" ATSCO \"), Jiffy Air Tool, Inc. (formerly known as Bonanza Holdings Corp.) (\" Jiffy \"), Bonanza Properties Corp. (\" Bonanza \"), Continental Tool Group, Inc. (\" Continental \"), Countrywide Hardware, Inc. (\" Countrywide \"), Embassy Industries, Inc. (\" Embassy \"), Exhaust Technologies, Inc. (\" Exhaust \"), Green Manufacturing, Inc. (\"Green Manufacturing\"), Pacific Stair Products, Inc. (\"Pacific Stair\"), WILP Holdings, Inc. (\" WILP \"), Woodmark International, L.P. (\" Woodmark \"), and Capital One, National Association (\" Capital One \"), as amended (the \" Credit Agreement \")","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":0.98,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Capital One, National Association"}],"fact_type":"material_agreement"},{"claim_id":"819eb08771273d5738a2701cfa67d5f0cd0bef6a","claim":"P&F INDUSTRIES INC shareholders approved Proposal to approve and adopt the Merger Agreement at the 2023-12-19 meeting.","evidence_excerpt":"1. Proposal to approve and adopt the Merger Agreement (the “ Merger Agreement Proposal ”) Holders of Company Common Stock: For Against Abstain 2,762,243 588 1,396","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-19"}],"fact_type":"shareholder_vote"},{"claim_id":"e64d825490b8d6af164da9a0000ec2887066fa95","claim":"P&F INDUSTRIES INC shareholders approved Proposal to approve, by non-binding advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger at the 2023-12-19 meeting.","evidence_excerpt":"2. Proposal to approve, by non-binding advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. Holders of Company Common Stock: For Against Abstain 2,421,251 301,711 41,263","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-19"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}