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): August 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
Performance Technologies, Inc. (the "Company") holds a convertible note
receivable in the amount of $3,000,000 issued by InSciTek Microsystems, Inc.
("InSciTek"), an unrelated company. This note receivable was fully reserved at
December 31, 2004. On August 11, 2005, InSciTek received a cash investment
totaling approximately $4,000,000 from outside investors.
In connection with this new financing, the Company and InSciTek entered into
Amendment No. 2 to the Investment and Note Purchase Agreement which modified
certain terms of the Company's convertible note receivable. Under the new terms,
the parties agreed to the following:
- The Company will receive shares of InSciTek series A preferred stock
as payment for unpaid interest due to the Company as of the date of
closing;
- The convertible note receivable will continue to bear interest at
10% annually but the interest will be paid only in the event a
dividend is paid by InSciTek to its series 2 preferred stockholders;
- The Company forfeited its right to acquire ownership of InSciTek;
and
- The convertible note receivable is convertible into series 2
preferred stock of InSciTek, as defined in the agreement.
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
August 19, 2005 By:/s/ Donald L. Turrell
---------------------------
Donald L. Turrell
President and
Chief Executive Officer
August 19, 2005 By:/s/ Dorrance W. Lamb
-----------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance