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| PFIN > SEC Filings for PFIN > Form 8-K on 6-Jul-2009 | All Recent SEC Filings |
6-Jul-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl
Hy-Tech Machine, Inc. ("Hy-Tech"), an indirect subsidiary of P&F Industries, Inc. (the "Company"), entered into Amendment No. 1 to Purchase Agreement (the "Amendment"), dated as of June 26, 2009, by and among Hy-Tech, Hy-Tech Holdings, Inc. ("HT Holdings"), Quality Gear Holdings, Inc. (together with HT Holdings, the "Sellers"), HTM Associates, Robert Ober, Elizabeth Smail, James J. Browne, Daniel Berg and James Hohman. The Amendment amended the Asset Purchase Agreement, dated as of February 12, 2007 (the "Original Agreement"), pursuant to which Hy-Tech acquired substantially all of the assets of the Sellers. Pursuant to the Amendment, in complete satisfaction of the contingent payment obligations set forth in the Original Agreement, Hy-Tech made a cash payment of $573,235.50 to the Sellers on or about May 18, 2009 and issued a subordinated promissory note in favor of HT Holdings (the "Note") in the principal amount of $1,719,706.50. The Note provides that interest accrues at the rate of six (6%) percent per annum (and an additional six (6%) percent per annum in the event of default or certain late payments), and that principal payments of $286,618 plus accrued interest are to be paid in six quarterly payments. Hy-Tech's obligations to HT Holdings under the Note are secured by certain of Hy-Tech's assets, including its real property, and are guaranteed by the Company.
The foregoing summary of the Amendment and the Note are qualified in their entirety by the terms and provisions of the Amendment and the Note, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Reference is made to Item 1.01 which is hereby incorporated herein.
(d) Exhibits:
10.1 Amendment No. 1 to Purchase Agreement (the "Amendment"), dated as of June 26, 2009, by and among Hy-Tech Machine Inc., Hy-Tech Holdings, Inc., Quality Gear Holdings, Inc., HTM Associates, Robert Ober, Elizabeth Smail, James J. Browne, Daniel Berg and James Hohman.
10.2 Subordinated Promissory Note, dated May 16, 2009, issued by Hy-Tech Machine, Inc., payable to Hy-Tech Holdings, Inc.
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