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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): January 17, 2007
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 16, 2007, the board of directors of Performance
Technologies, Incorporated (the "Registrant") appointed John M. Slusser to serve
as the president and chief executive officer of the Registrant. Mr. Slusser will
hold these positions in addition to continuing to serve as the chairman of the
board. The board made this appointment upon the recommendation of its executive
transition committee. Since October 2006, Mr. Slusser had been serving as the
interim president and chief executive officer of the Registrant.
As president and chief executive officer of the Registrant, Mr. Slusser
will report to the board. Mr. Slusser does not have a written employment
agreement with the Registrant, and his service as president and chief executive
officer will be on an "at-will" basis.
In connection with his appointment as president and chief executive
officer, the board's compensation committee recommended the adoption of the
following compensation arrangements for Mr. Slusser:
o A base salary for fiscal years 2007 and 2008 of $300,000 per year;
o Eligibility to participate in the Registrant's non-equity and
equity incentive plans;
o A $500,000 term life insurance policy;
o An automobile allowance of $500 per month;
o Eligibility to receive a severance benefit upon the termination of
his employment without cause equal to six months of salary; and
o Eligibility to participate in the Registrant's employee
benefits plans and programs generally available to all
employees of the Registrant.
The board subsequently approved the compensation arrangements for Mr.
Slusser recommended by the compensation committee.
The Registrant does not provide compensation for service as a director
to its employees who serve as members of the board (currently only Mr. Slusser).
As a result, in consideration of the director compensation Mr. Slusser
relinquished during the time he served as the interim president and chief
executive officer of the Registrant, the compensation committee recommended, and
the board approved, the grant to Mr. Slusser of a nonqualified option to
purchase 15,000 shares of the Registrant's common stock. The option has a
five-year term, an exercise price of $5.82 per share, and it vests on January
16, 2008.
Mr. Slusser, age 54, is a founder of the Registrant. He has served continuously
as a member of the board since the Registrant's formation in 1981 and as the
chairman of the board since June 2001. From 1981 through 1995, Mr. Slusser held
various positions with the Registrant, including president, chief executive
officer and chief strategic officer. From 1995 until 2000, Mr. Slusser served as
chairman of the board of InformationView Solutions Corporation and from 1995 to
1999 he served as that company's chief executive officer. Since 2000, Mr.
Slusser has served as president of Radio Daze LLC.
A copy of the press release issued by the Registrant in connection with
the appointment of Mr. Slusser as the president and chief executive officer of
the Registrant is attached as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 17, 2007, announcing the
appointment of Mr. Slusser as the president and chief
executive officer of the Registrant
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
January 22, 2007 By /s/ John M. Slusser
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John M. Slusser
President and Chief Executive Officer
January 22, 2007 By /s/ Dorrance W. Lamb
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Dorrance W. Lamb
Chief Financial Officer and
Senior Vice President
For more information contact: Exhibit 99.1
Dorrance W. Lamb
SVP and Chief Financial Officer
Performance Technologies
http://www.pt.com
finance@pt.com
Performance Technologies Names Permanent President and CEO
and Announces Key Management Appointments
ROCHESTER, N.Y. - January 17, 2007 - Performance Technologies (NASDAQ: PTIX)
today announced that its Board of Directors, upon the recommendation of its
Executive Transition Committee, has unanimously appointed John M. Slusser, to
serve as its permanent President and Chief Executive Officer.
Mr. Slusser, age 54, has served as interim President and Chief Executive Officer
since October 13, 2006. He is the founder of the Company and previously served
as its President and Chief Executive Officer from 1986 to 1995. He has been a
director since the Company's inception in 1981 and has also served as Chairman
of the Board since 2001. Mr. Slusser will also retain his Chairman of the Board
role for the present time.
"As a Director over many years, I have remained familiar with various facets of
the Company and its operations," said Mr. Slusser. "While serving in my recent
role as interim President and CEO, I have had the opportunity to become more
thoroughly acquainted with the details of our current operations and strategies,
to assess our strengths, and to identify potential areas for enhancement. With
this background, I am confident that we can apply the substantial technological,
financial and human resource assets at our disposal toward meaningful forward
progress for Performance Technologies and its shareholders. I sincerely
appreciate the responsibility that our Board of Directors has entrusted in me
and I am very enthusiastic about pursuing the opportunities that lie ahead for
our Company."
Performance Technologies also announced two key management appointments. John J.
Grana has been appointed as Senior Vice President and General Manager of the
Company's Embedded Systems Group. Mr. Grana, age 51, most recently served as
Senior Vice President of Systems Engineering and has been with the Company since
1986. J. Patrick "Patt" Rice has been appointed as Vice President and General
Manager of the Company's Signaling Systems Group. Mr. Rice, age 47, joined the
Company in 2006 as Vice President of Worldwide Signaling Sales and Marketing and
has over 25 years telecommunications industry experience, including key senior
positions at Tekelec and Nortel. In these roles, Messrs. Grana and Rice will be
responsible for the day-to-day operations of their respective business groups
and report directly to John Slusser, President and CEO.
About Performance Technologies
Performance Technologies (NASDAQ: PTIX) is a global supplier of integrated
IP-based platforms and solutions for advanced communications networks and
innovative computer system architectures. Our Embedded Systems Group offers
robust application-ready platforms that incorporate open-standards based
software and hardware, providing significantly accelerated end product
deployment benefits for equipment manufacturers. Our Signaling Systems Group
offers the SEGway(TM) product suite, which includes IP STPs, SS7 over IP
transport solutions, and signaling gateways that enable lower operating costs
through utilization of IP networks, thereby creating competitive advantages for
carriers in existing and emerging markets.
Performance Technologies is headquartered in Rochester, New York. Additional
engineering facilities are located in San Diego and San Luis Obispo, California;
and Kanata, Ontario, Canada. For more information, visit www.pt.com or contact
sales@pt.com
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 various 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
technological changes accompanied by frequent new product introductions,
competitive pressures, dependence on key customers, the attainment of design
wins, fluctuations in quarterly and annual results, the reliance on a limited
number of third party suppliers, limitations of the Company's manufacturing
arrangements, the protection of the Company's proprietary technology, the
dependence on key personnel, potential delays associated with the purchase and
implementation of an enterprise-wide software system and potential impairments
of investments. 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, 2005, as reported in its Annual Report on Form 10-K, and other
documents as filed with the Securities and Exchange Commission.