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): July 11, 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
(Registrant'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 8.01 Other Events
On July 11, 2005, Performance Technologies, Incorporated announced a stock
repurchase program. A copy of the press release is being furnished as Exhibit
99.1 to this Form 8-K.
(c) Exhibits.
(99.1) Press release issued by Performance Technologies, Incorporated on July
11, 2005.
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.
PERFORMANCE TECHNOLOGIES, INCORPORATED
July 12, 2005 By:/s/ Donald L. Turrell
---------------------------------
Donald L. Turrell
President and
Chief Executive Officer
July 12, 2005 By:/s/ Dorrance W. Lamb
---------------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance
Exhibit 99.1
For more information contact:
Dorrance W. Lamb
Chief Financial Officer
Performance Technologies
585-256-0200 ext. 276
http://www.pt.com
finance@pt.com
--------------
Performance Technologies Begins a
New Stock Repurchase Program
"Repurchase of up to $10 million of Common Stock Authorized"
ROCHESTER, NY - July 11, 2005 -- Performance Technologies, Inc. (Nasdaq NM:
PTIX) today announced that its Board of Directors has authorized the Company to
repurchase shares of its common stock for an aggregate purchase price not to
exceed $10 million. Under this new program, Performance Technologies shares may
be repurchased through open market or private transactions, including block
purchases, over the next twelve months and will be used for the Company's stock
option plan, potential acquisition initiatives and general corporate purposes.
Performance Technologies has approximately 12,866,000 common shares outstanding.
"Management believes the Company is making important progress in its long-range
product and market focus targeted at a broad range of communications
infrastructure related to voice, data and media applications. The Company has
continued to be profitable in a demanding market while pursuing a comprehensive
strategy to position itself for solid market growth as the economic environment
improves," said Donald Turrell, president and chief executive officer. "Based on
continued positive operating results and the Company's aggressive product and
market initiatives, it is our belief that the Company's common stock is
currently undervalued and represents a highly attractive investment. Our Board
of Directors has authorized the use of the Company's strong cash position to
repurchase shares of our common stock over the next twelve months and has
dedicated $10 million to that repurchase program. This affords management the
ability to take advantage of this investment opportunity, while strengthening
shareholder value."
About Performance Technologies
Performance Technologies (Nasdaq NM: PTIX) develops integrated platforms,
components and software solutions for the world's evolving communications
infrastructure. Our broad customer base includes companies in the
communications, military and commercial markets. Serving the industry for more
than 20 years, our complete line of packet-based products enables equipment
manufacturers and service providers to offer highly available and fully-managed
systems with time-to-market, performance and cost advantages.
Performance Technologies is headquartered in Rochester, New York. Additional
operational and engineering facilities are located in San Diego and San Luis
Obispo, California; Norwood, Massachusetts and Ottawa, Canada. For more
information, visit www.pt.com.
Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. This press release contains
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and is subject to the safe harbor provisions of those
Sections.
These forward-looking statements are subject to certain risks and uncertainties,
and the Company's actual results could differ materially from those discussed in
the forward-looking statements. These risks and uncertainties include, among
other factors, general business and economic conditions, rapid technological
changes accompanied by frequent new product introductions, competitive
pressures, dependence on key customers, the attainment of design wins,
fluctuations in quarterly and annual results, the reliance on a limited number
of third party suppliers, limitations of the Company's manufacturing
arrangements, the protection of the Company's proprietary technology, the
dependence on key personnel, potential delays associated with the purchase and
implementation of an advanced planning and scheduling system, and potential
impairments of investments. These statements should be read in conjunction with
the audited Consolidated Financial Statements, the Notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company as of December 31, 2004, as reported in its Annual
Report on Form 10-K, and other documents as filed with the Securities and
Exchange Commission.