Form 8-K dated August 24, 2005
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): August 19, 2005
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
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(Commission
File No.)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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300
Smith Street, Farmingdale, New York 11735
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (631)
694-1800
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 (see
General
Instruction A.2. below):
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01.
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Changes
in Registrant’s Certifying
Accountant.
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On
August
19, 2005 P&F Industries, Inc. (the “Company”) dismissed BDO Seidman, LLP
(“BDO”) as the Company’s independent registered public accounting firm and
engaged Grant Thornton LLP (“Grant Thornton”) in that capacity. The Audit
Committee of the Board of Directors of the Company approved the decision to
change accountants.
The
report of BDO on the Company’s financial statements for the fiscal years ended
December 31, 2004 and 2003 did not contain an adverse opinion or disclaimer
of
opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
At
no
time during the Company’s past two (2) fiscal years or the period from January
1, 2005 to August 19, 2005 (a) were there any disagreements with BDO on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure which, if not resolved to the satisfaction of BDO,
would have caused BDO to make reference thereto in its report on the financial
statements for such years; and (b) were there any reportable events as described
in Item 304(a)(1)(v) of Regulation S-K promulgated by the Securities and
Exchange Commission.
The
Company provided BDO with a copy of the foregoing disclosures and requested
that
BDO furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with such disclosures. Attached
as
Exhibit 16.1 is a copy of BDO’s letter, dated August 19, 2005.
At
no
time during the Company’s past two (2) fiscal years or the period from January
1, 2005 to August 19, 2005 did the Company consult with Grant Thornton with
respect to any of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-K.
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Item
9.01
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Financial
Statements and Exhibits.
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16.1
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Letter
from BDO Seidman, LLP to the Securities and Exchange Commission
dated
August 19, 2005.
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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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| Date: August
24, 2005 |
By: |
/s/ Joseph
A. Molino, Jr. |
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Joseph
A. Molino, Jr. |
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Title:
Vice
President and
Chief Financial
Officer
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