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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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Current report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2006
PERFORMANCE TECHNOLOGIES, INCORPORATED
Commission file number 0-27460
Incorporated pursuant to the Laws of the State of Delaware
Internal Revenue Service - Employer Identification No. 16-1158413
205 Indigo Creek Drive, Rochester, New York 14626
(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))
Explanatory Note. In its Current Report on Form 8-K filed on October
19, 2006, the Registrant indicated that it was in discussions with its former
president and chief executive officer regarding entry into a short-term
consulting agreement for the provision of limited transition services to the
Registrant. This amendment is being filed to update the aforementioned Current
Report to reflect that the Registrant has now entered into the consulting
agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
As previously reported by Performance Technologies, Incorporated (the
"Registrant"), Michael P. Skarzynski resigned as president and chief executive
officer of the Registrant on October 13, 2006. Mr. Skarzynski also resigned from
the Board of Directors effective as of October 13, 2006. Mr. Skarzynski advised
the Registrant that he was tendering his resignation from all positions he held
with the Registrant, including his position as a director of the Registrant, for
personal reasons and not because of any disagreement with the Registrant. The
Board of Directors accepted Mr. Skarzynski's resignation from each of the
aforementioned positions, effective as of October 13, 2006, and appointed John
M. Slusser to serve as the interim president and chief executive officer of the
Registrant until a permanent successor for Mr. Skarzynski can be hired.
Following Mr. Skarzynski's resignation, the Board of Directors and Mr.
Skarzynski engaged in discussions regarding entry into a short-term consulting
agreement by which Mr. Skarzynski would provide the Registrant with certain
transition services for the purpose of facilitating the transfer of Mr.
Skarzynski's former responsibilities as president and chief executive officer of
the Registrant to the interim president and chief executive officer of the
Registrant. As a result of those discussions, effective as of October 24, 2006,
the Registrant and Mr. Skarzynski entered into a consulting agreement.
Pursuant to the terms of the consulting agreement, between its
effective date and March 31, 2007, from time to time at the request of the
Registrant, Mr. Skarzynski will provide the Registrant with certain transition
services for the purpose of facilitating the transfer of Mr. Skarzynski's former
responsibilities as president and chief executive officer of the Registrant to
the interim president and chief executive officer of the Registrant. In exchange
for such transition services, pursuant to the terms of the consulting agreement,
the Registrant will make the following payments to Mr. Skarzynski: an initial
payment of $50,000, payable on or by November 1, 2006; an additional payment of
$40,000, payable on December 31, 2006; and a final payment of $10,000, payable
on March 31, 2006. The consulting agreement contains release and waiver
provisions pursuant to which Mr. Skarzynski releases and waives any claims that
he might have against the Registrant, as well as other provisions generally
customary for an agreement of this type, including confidentiality,
indemnification, non-disparagement and non-compete provisions.
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
October 27, 2006 By: /s/ John M. Slusser
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John M. Slusser
Chairman of the Board,
Interim President and
Chief Executive Officer
By: /s/ Dorrance W. Lamb
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Dorrance W. Lamb
Chief Financial Officer and
Senior Vice President of Finance