-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HkxA7hapzyzFaJ3XQv66b4jQA8yEuFnTuOMWOFJNixwlrlbbXQC8w3uLBJTBYWHI Z4TZk9BbqzcvK2tIVUiziA== 0001162893-10-000003.txt : 20100225 0001162893-10-000003.hdr.sgml : 20100225 20100225144751 ACCESSION NUMBER: 0001162893-10-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STABOSZ TIMOTHY J CENTRAL INDEX KEY: 0001162893 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1307 MONROE STREET CITY: LA PORTE STATE: IN ZIP: 46350 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: P&F INDUSTRIES INC CENTRAL INDEX KEY: 0000075340 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 221657413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39826 FILM NUMBER: 10633106 BUSINESS ADDRESS: STREET 1: 445 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: (631)694-9800 MAIL ADDRESS: STREET 1: 445 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: PLASTICS & FIBERS INC DATE OF NAME CHANGE: 19671225 SC 13D/A 1 pfin13d6.txt 13D AMENDMENT 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 3) Under the Securities Exchange Act of 1934 P&F INDUSTRIES, INC. ------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK ------------------------------------------------------------------------------- (Title of class of securities) 692830508 -------------------------------------------------------- (CUSIP number) TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087 ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) FEBRUARY 24, 2010 -------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 692830508 - -------------------------------------------------------------------------------- 1. Name of Reporting Person TIMOTHY JOHN STABOSZ - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] NOT APPLICABLE (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization UNITED STATES - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 221,814 Shares ____________________________________________ Beneficially (8) Shared Voting Power 0 Owned by ____________________________________________ Each (9) Sole Dispositive Power 221,814 Reporting ____________________________________________ Person With (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned 221,814 by each Reporting Person - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes [_] Certain Shares - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer Common stock of P&F Industries, Inc., 445 Broadhollow Road, Suite 100, Melville, NY 11747. ITEM 2. Identity and Background Timothy Stabosz, of 1307 Monroe Street, LaPorte, IN 46350, a natural person and United States citizen, is engaged as a private investor. He has not been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) in the last 5 years, and has not been a party to any proceedings, or subject to any judgements or enjoinments, related to violations of state or federal securities laws in his lifetime. ITEM 3. Source and Amount of Funds or Other Consideration Personal funds in the aggregate amount of $423,641.94 have been used to effect the purchases. No part of the purchase price represents borrowed funds. ITEM 4. Purpose of Transaction The respondent sent a letter (Exhibit #1) to P&F's Board of Directors on February 24, 2010, in order to secure his right to formally place his name in nomination for election as a director at the upcoming annual meeting. The nomination letter serves the dual purpose of providing the board of directors with all necessary information about the respondent, should the board decide to select him as one of its nominees for election as a director, while simultaneously allowing the respondent to independently pursue his candidacy, should the board decide not to include the respondent on its slate. All of the respondent's previous 13D filings on P&F Industries are hereby incorporated by reference. ITEM 5. Interest in Securities of the Issuer As of the close of business on February 24, 2010, respondent has sole voting and dispositive power over 221,814 shares of P&F Industries, Inc.'s common stock. According to the company's latest Form 10-Q filing, as of November 13, 2009, there were 3,614,562 common shares outstanding. Respondent is therefore deemed to own 6.1% of the company's common stock. Transactions effected by the respondent since January 28, 2010, were performed in ordinary brokerage transactions, and are indicated as follows: 02/11/10 bought 950 shares @ $2.75 02/12/10 bought 300 shares @ $2.61 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable ITEM 7. Material to be Filed as Exhibits Nominating letter dated February 24, 2010 filed as Exhibit #1. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date 02/25/10 Signature Timothy J. Stabosz Name/Title Timothy J. Stabosz, Private Investor EX-1 2 pfinnom.txt NOMINATING LETTER Timothy J. Stabosz 1307 Monroe Street LaPorte, IN 46350 Joseph A. Molino Corporate Secretary P&F Industries, Inc. 445 Broadhollow Rd., Suite #100 Melville, NY 11747 February 24, 2010 Dear Mr. Molino: As of today, I, Timothy John Stabosz, am a registered holder of 5000 shares of the Class A common stock of P&F Industries, Inc. ("P&F"). Pursuant to Article 3, Section 12 of P&F's bylaws, please be advised that at the next meeting of stockholders at which directors will be elected, I intend to nominate myself for election as a director. Required information to be provided about the nominator/nominee is as follows: Timothy Stabosz (born March 24, 1968); 1307 Monroe Street, LaPorte, IN 46350. Mr. Stabosz has been primarily engaged as a private investor since 1992. Prior to 1992, he served as a financial examiner for the National Credit Union Administration (NCUA). From 2004-2007, he served as an elected member of the Common Council of the City of LaPorte, Indiana. From 2000 to 2008, he served as the treasurer of a LaPorte-based 501(c)(3) charitable corporation engaged in furthering local historic preservation issues. In addition to the 5000 registered shares, I also beneficially own 216,814 Class A common shares, all of which were acquired between July 15, 2008 and February 12, 2010. I intend to deliver a form of proxy to holders of at least the percentage of voting power of all the shares of capital stock of the corporation reasonably believed by me to be sufficient to elect myself to the board of P&F. While I do not currently intend to deliver a proxy statement to holders of at least the percentage of voting power of all the shares of capital stock of the corporation reasonably believed by me to be sufficient to elect myself to the board of P&F, I reserve the right to do so. I, the above listed nominee, by signing below, consent to being named in the proxy statement, and to serve as a director of P&F, if elected. There are no arrangements or understandings between me, and any other entity, in connection with my nomination, nor am I aware of any material conflicts of interest that would prevent me from acting in the best interests of P&F. (Article 3, Section 12(b)(2)(B through G) of the P&F bylaws do not apply.) Please notify me immediately if you need any further information, or if you should deem there to be any deficiencies in this form of notice, so that I may cure them. Very truly yours, Timothy John Stabosz Private Investor -----END PRIVACY-ENHANCED MESSAGE-----