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): February 18, 2004
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
(Company's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Item 5. Other Events and Required FD Disclosure
On February 18, 2004, the Registrant announced it has entered into an agreement
to invest up to $3.0 million in InSciTek Microsystems, Inc. in the form of an
interest bearing convertible note. An initial $1.3 million in funding was made
by Performance Technologies in conjunction with execution of the agreement.
The balance of the Performance Technologies investment, part of an overall
$4.0 to $4.5 million financing round for InSciTek, will be made in several
stages over the next year based upon certain criteria. If all stages of the
total investment are made by Performance Technologies, it will receive an
option to acquire ownership of InSciTek during a future specified period.
A copy of the press release announcing the foregoing matter is filed herewith
as Exhibit 99.1.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
(c) Exhibits.
(99.1) Press Release issued by Performance Technologies, Incorporated
on February 18, 2004.
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
February 20, 2004 By: /s/ Donald L. Turrell
-------------------------
Donald L. Turrell
President and
Chief Executive Officer
February 20, 2004 By: /s/ Dorrance W. Lamb
------------------------
Dorrance W. Lamb
Chief Financial Officer
Vice President, Finance
Exhibit 99.1
Press Release
ROCHESTER, N.Y. - February 18, 2004 - Performance Technologies (Nasdaq NM:PTIX)
today announced it has entered into an agreement to invest up to $3.0 million
in InSciTek Microsystems, Inc. in the form of an interest bearing convertible
note.
An initial $1.3 million in funding was made by Performance Technologies in
conjunction with execution of the agreement. The balance of the
Performance Technologies investment, part of an overall $4.0 to $4.5 million
financing round for InSciTek, will be made in several stages over the next year
based upon certain criteria. If all stages of the total investment are made by
Performance Technologies, it will receive an option to acquire ownership
of InSciTek during a future specified period.
InSciTek, based in the Rochester, New York suburb of Fairport, is an emerging
company focused on providing easy-to-deploy and highly integrated
communications server appliances for small to mid-size businesses. It is now
shipping its first product offering, the Allworx 10x, which includes an
integrated PBX phone system, PC network and communication software such as
email, calendaring and voicemail, in one single compact system. The
Allworx 10x also provides secure Internet and remote access capabilities
plus key business productivity features such as unified messaging and other
group collaboration tools. The Allworx 10x is a competitive alternative to
more expensive, multi-unit and multi-vendor solutions.
"We have strategically evolved our product portfolio by layering our network
access, signaling and switching expertise over the packet-based Internet
Protocol, or IP/Ethernet, and using it as the core technology thread," said
John M. Slusser, chairman and chief strategic officer of Performance
Technologies. "Our recently announced acquisition of Mapletree Networks
further expands our ability to address packet-based applications such
as voice over IP. InSciTek has developed an innovative convergence of most of
these same technologies into a unique product offering that is a leading-edge
representative of the future of packet-based systems. Because of this
technology focus and vision, we feel the investment in and relationship
with InSciTek will be highly synergistic with Performance Technologies."
"We are particularly pleased to have this lead investment come from
Performance Technologies," said George E. Daddis, Jr., InSciTek president
and CEO. "Not only does it provide us with resources to further execute our
operational plans, but it also gives us a strategic connection with a
company that is a recognized technology leader in packet-based product
solutions. We look forward to this relationship with Performance Technologies."
About Performance Technologies
Performance Technologies (Nasdaq NM: PTIX) is a leading developer of unified
embedded computing products and system-level solutions for the communications,
military and commercial markets. Serving the industry for over 20 years,
our packet-based products provide our customers the ability to supply highly
available and fully-managed systems with time-to-market, performance
and cost advantages.
Performance Technologies is headquartered in Rochester, New York. Additional
operational and engineering facilities are located in San Diego and
San Luis Obispo, California, Norwood, Massachusetts and Ottawa, Canada.
For more information, visit www.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 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, 2002, as reported
in its Annual Report on Form 10-K and other documents as filed with the
Securities and Exchange Commission.