--- 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" generated_at: "2026-06-07T10:15:24.286751+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # P&F Industries acquired by ShoreView for $13.00/share; stock delisted from Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-127773 - form_type: 8-K - cik: 0000075340 - company_name: P&F INDUSTRIES INC - filed_at: 2023-12-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-127773 - JSON: https://secwatch.observer/filing/0001104659-23-127773.json - Plain text: https://secwatch.observer/filing/0001104659-23-127773.txt ## Key facts - Executive change Peter Zimmerman was appointed as member of the board of directors at P&F INDUSTRIES INC. - Action: became - Role: member of the board of directors source text: Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Executive change Thomas D’Ovidio was appointed as member of the board of directors at P&F INDUSTRIES INC. - Action: became - Role: member of the board of directors source text: Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Executive change Tim Ristoff was appointed as member of the board of directors at P&F INDUSTRIES INC. - Action: became - Role: member of the board of directors source text: Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Executive change Madeleine Shumaker was appointed as member of the board of directors at P&F INDUSTRIES INC. - Action: became - Role: member of the board of directors source text: Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Executive change David Wakefield was appointed as member of the board of directors at P&F INDUSTRIES INC. - Action: became - Role: member of the board of directors source text: Peter Zimmerman, Thomas D’Ovidio, Madeleine Shumaker, David Wakefield and Tim Ristoff became the members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Governance Changes P&F INDUSTRIES INC: Certificate of incorporation amended and restated in its entirety upon merger effective time. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Governance Changes P&F INDUSTRIES INC: By-laws amended and restated in their entirety upon merger effective time. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Material Agreements P&F INDUSTRIES INC terminated Credit Agreement with Capital One, National Association. - Action: termination - Agreement: credit facility - Counterparty: Capital One, National Association source text: 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_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Shareholder Votes P&F INDUSTRIES INC shareholders approved Proposal to approve and adopt the Merger Agreement at the 2023-12-19 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-19 source text: 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_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm - Shareholder Votes 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. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-19 source text: 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_url: https://www.sec.gov/Archives/edgar/data/75340/000110465923127773/0001104659-23-127773-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.