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): May 24, 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 1.01 Entry into a Material Definitive Agreement
On May 20, 2005, the Compensation Committee of the Board of Directors of
Performance Technologies, Incorporated, finalized performance goals related to
target bonuses and executive stock option grants for fiscal year 2005.
The target annual bonus for the CEO, CFO and officers ranges from 0% to 50% of
the individual's salary. The bonus amount will be determined on a formula basis
tied directly to a target earnings per share range for the full operating year
of 2005.
The Compensation Committee has also awarded non-qualified stock options to the
following executives:
Dorrance W. Lamb 12,000 shares
John J. Peters 12,000 shares
John J. Grana 12,000 shares
William E. Mahuson 6,000 shares
The stock option grants were issued under the Performance Technologies 2001
Stock Option Plan with a term of eight years and vesting rate of 25% per year
over the first four years. The exercise price was equal to the closing market
price on the date of grant.
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
May 24, 2005 By:/s/ Donald L. Turrell
---------------------------
Donald L. Turrell
President and
Chief Executive Officer
May 24, 2005 By:/s/ Dorrance W. Lamb
-----------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance