UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 25, 2005
PERFORMANCE TECHNOLOGIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-27460 16-1158413
(Commission File Number) (I.R.S. Employer
Identification No.)
205 Indigo Creek Drive, Rochester, New York 14626
(Address of principal executive offices) (Zip Code)
(585) 256-0200
(Company's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
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:
[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange
Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On March 25, 2005, the Compensation Committee of the Board of Directors of
Performance Technologies, Inc. (the "Company") amended terms of certain stock
option award agreements by accelerating the vesting of certain employee stock
options, with an option price greater than $15.11 (the "Acceleration"), to
March 25, 2005. The stock option agreements amended were awarded under the
Company's 2001 Stock Option Plan and its 2003 Omnibus Incentive Plan. The
Company's stock price closed at $7.18 on March 24, 2005.
The table below presents information concerning the affected option awards and
certain executives of the Company.
Number of
Certain Executives of the Options
Company Date of Option Award Option Price Accelerated
-------------------------- -------------------- ------------ -----------
Donald L. Turrell April 9, 2004 $18.13 35,000
Dorrance W. Lamb April 9, 2004 $18.13 25,000
William E. Mahuson April 9, 2004 $18.13 10,000
John J. Grana April 9, 2004 $18.13 17,500
John J. Peters April 9, 2004 $18.13 17,500
-----------
105,000
===========
See Item 8.01 for additional information.
Item 8.01 Other Events
On March 25, 2005, the Compensation Committee of the Board of Directors of
Performance Technologies, Inc. (the "Company") amended terms of certain stock
option award agreements by accelerating the vesting of certain employee stock
options, with an option price greater than $15.11 (the "Acceleration"), to March
25, 2005. The stock option agreements amended were awarded under the Company's
2001 Stock Option Plan and its 2003 Omnibus Incentive Plan. The Company's stock
price closed at $7.18 on March 24, 2005.
The table below presents information concerning the affected option awards and
option holders.
Number of
Options
Date of Option Award Option Price Accelerated
-------------------- ------------ -----------
Certain executives April 9, 2004 $18.13 105,000
All other employees April 9, 2004 $18.13 233,600
All other employees January 23, 2004 $15.61 69,685
----------
Total for all employees 408,285
==========
Under the original terms of the options agreements, the options described above
vested in various increments over a three year period from the date of grant.
The options expire five years from the date of grant.
As a result of the Acceleration, the Company expects to reduce its exposure to
the effects of Statement of Financial Accounting Standards No. 123 (Revised),
"Share-Based Payment". This statement requires companies to recognize
stock-based compensation expense associated with a stock option award based on
the fair value of the award at the grant date. This statement is effective for
the Company beginning in the third quarter of 2005 and may be applied using a
modified version of prospective application.
The Company currently estimates a reduction in stock-based compensation expense
associated with the Acceleration of approximately $500,000 for the last six
months of 2005, and $1,000,000 for the year ended December 31, 2006.
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.
March 25, 2005 By:/s/ Donald L. Turrell
----------------------------
Donald L. Turrell
President and
Chief Executive Officer
March 25, 2005 By:/s/ Dorrance W. Lamb
---------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance