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 16, 2012
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Performance Technologies, |
| Incorporated |
| Delaware | 0-27460 | 16-1158413 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 140 Canal View Boulevard Rochester, New York | 14623 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code: (585) 256-0200 | ||||
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)) |
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Item 1.01 Entry into a Material Definitive Agreement
On August 16, 2012, the Board of Directors of Performance Technologies, Incorporated (“the “Registrant” or “Company”) approved a resolution to amend the Registrant’s Stockholder Rights Plan (“the Rights Plan”) between the Registrant and American Stock Transfer & Trust Company, LLC, as rights agent, to extend the final expiration date of the Rights Plan by three years. This Amendment (Amendment No. 2), when executed by both the Company and American Stock Transfer & Trust Company, LLC, will extend the expiration date of the Rights Plan to November 1, 2015.
The Rights Plan, as amended, is intended to deter coercive or abusive tender offers and market accumulations, and is designed to encourage a potential acquirer to negotiate with the Company’s Board of Directors and to enhance the Board of Directors’ ability to act in the best interests of all of the Registrant’s stockholders.
The Rights Plan was adopted by the Company’s Board of Directors on October 27, 2000. Under this plan, one preferred stock Purchase Right was distributed as a dividend for each share of common stock held by the stockholders of record as of the close of business on November 8, 2000. Until the occurrence of certain events, the Rights are traded as a unit with the common stock. Each Right will separate and entitle stockholders to buy stock upon the occurrence of certain events generally related to the change of control of the Company as defined in the Plan. The Rights become exercisable ten days after either (1) an “Acquiring Person” acquires or commences a tender offer to acquire 15% or more of the Company’s common stock, or (2) an “Adverse Person” has acquired 10% or more of the Company’s common stock and the Board of Directors determines this person is likely to cause pressure on the Company to enter into a transaction that is not in the Company’s best long-term interest. All Rights not held by an Acquiring Person or an Adverse Person become rights to purchase from the Company one one-thousandth of one share of preferred stock at an initial exercise price of $110 per Right. Each Right entitles the holder of that Right to purchase the equivalent of $220 worth of the Company’s common stock for $110. If after such an event the Company merges, consolidates or engages in a similar transaction in which it does not survive, each holder has a “flip over” right to buy discounted stock in the surviving entity. The Company may redeem the Rights for $.001 each. The Rights Plan, as amended, will expire on November 1, 2015 and can be modified or terminated, at the option of the Board of Directors.
The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which was filed with the Securities and Exchange Commission on Form 8-A12G on November 8, 2000.
A copy of Amendment No. 2 to the Rights Agreement will be filed as an exhibit to the Company’s September 30, 2012 Form 10-Q.
Item 3.03 Material Modification to Rights of Security Holders
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.
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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 thereunto duly authorized.
| PERFORMANCE TECHNOLOGIES, INCORPORATED | |||
| August 22, 2012 | By | /s/ John M. Slusser | |
|
John M. Slusser President and Chief Executive Officer |
|
August 22, 2012 |
By | /s/ Dorrance W. Lamb | |
|
Dorrance W. Lamb Senior Vice President and Chief Financial Officer |
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