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) September 19, 2002
Performance Technologies, Incorporated
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-27460 16-1158413
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
205 Indigo Creek Drive, Rochester, New York 14626
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (585) 256-0200
N.A.
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other
On September 19, 2002 the Registrant completed an agreement to invest $1.5
million in Momentum Computer, Inc., a developer of specialized single board
computer solutions for the data communications, telecom, military and aerospace
markets.
"This is an excellent opportunity to invest in an early stage company
addressing a specific segment of the embedded market that we feel is
underserved," said Donald Turrell, president and CEO of Performance
Technologies. "We chose to invest in Momentum because its management has an
excellent track record of identifying emerging opportunities and meeting
specific customer requirements through ongoing innovation."
Momentum Computer develops specialized single board computer products based
on MIPS, PowerPC and UltraSPARC CPU architectures. The company fills an
important need in the embedded platform market by offering a quick turnaround on
design and delivery of custom processor and high-performance I/O modules.
Momentum's product line is closely aligned but does not compete with the
existing Performance Technologies embedded switching, access and signaling
products, or the Ziatech Intel-based single board computer products, which are a
new addition to Performance Technologies as part of the upcoming acquisition
from Intel.
Based on the terms of this agreement, Performance Technologies will own a
$1.5 million minority interest in Momentum Computer and will lend Momentum
Computer $1 million to be used for working capital to advance its current
product lines and to grow the company. Performance Technologies has the option
to acquire the remaining ownership of Momentum during a future specified period.
"An investment from a highly reputable company like Performance
Technologies provides Momentum with additional resources to continue its growth,
and, more importantly, it provides Momentum's customers the assurance of long
term stability," said Harry L. White, president of Momentum Computer. "This is
always an issue for small companies dealing with larger firms, and our
relationship with Performance Technologies removes that selling obstacle."
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 or
unexpected changes in technologies, cancellation or delay of customer orders
including those relating to design wins, changes in the product or customer mix
of sales, delays in new product development, customer acceptance of new products
and customer delays in qualification of products. 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, 2001, as reported in
its Annual Report on Form 10-K and other documents as filed with the Securities
and Exchange Commission.
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 hereto duly authorized.
Performance Technologies, Incorporated
September 25, 2002 By: /s/ Donald L. Turrell
-----------------------------------
Donald L. Turrell
President and Chief Executive Officer
September 25, 2002 By: /s/ Dorrance W. Lamb
-----------------------------------
Dorrance W. Lamb
Vice President of Finance