===============================================================================
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): June 1, 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))
Item 1.01 Entry into a Material Definitive Agreement
Attached to this Current Report on Form 8-K, as Exhibit 99.1, is a form of
stock option award notice utilized by Performance Technologies, Incorporated to
grant stock options to employees, including its executive officers, pursuant to
the Performance Technologies, Incorporated 2003 Omnibus Incentive Plan, a copy
of which was filed as Exhibit 4.5 to the Registration Statement on
Form S-8 (Registration No. 333-113330) filed by Performance
Technologies, Incorporated with the Securities and Exchange Commission on
March 5, 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
June 1, 2006 By /s/ Michael P. Skarzynski
---------------------
Michael P. Skarzynski
President and Chief Executive Officer
June 1, 2006 By /s/ Dorrance W. Lamb
----------------
Dorrance W. Lamb
Chief Financial Officer and Senior Vice
President of Finance
Exhibit 99.1
AWARD NOTICE
NOTICE OF NON-QUALIFIED STOCK OPTION
GRANTED PURSUANT TO THE
PERFORMANCE TECHNOLOGIES, INCORPORATED
2003 OMNIBUS INCENTIVE PLAN
Grantee:
---------------------------------------------
Number of Shares:
--------------------------------------------
Option Price:
--------------------------------------------
Date of Grant:
--------------------------------------------
1. Grant of Option. This Award Notice serves to notify you that
the Stock Option Committee (the "Committee") of the Board of Directors of
Performance Technologies, Incorporated (the "Company") has granted to you,
under the Company's 2003 Omnibus Incentive Plan (the "Plan"), a non-qualified
stock option (the "Option") to purchase, on the terms and conditions set forth
in this Award Notice and the Plan, up to the number of shares of its Common
Stock, $.01 par value per share (the "Common Stock") and at the price per
share set forth above. The Plan is incorporated herein by reference and made
a part of this Award Notice. Capitalized terms not defined herein have the
respective meanings set forth in the Plan.
2. Period of Option and Limitations on Right to Exercise.
Unless the Option is previously terminated pursuant to the terms of the Plan
or this Award Notice, the Option will expire at 5:00 p.m., Eastern Standard
Time, on the month and day that is ten (10) years from the Date of Grant
(the "Expiration Date").
3. Exercise of Option.
(a) Vesting Schedule. Subject to the terms of the Plan and
this Award Notice, provided you are still a full-time employee of the
Company at that time, the Option will vest and become exercisable pro
rata with respect to _____ of the shares subject to the Option on each of the
first, second, third, fourth, and fifth anniversaries of the Date of
Grant. For example, provided you remain employed by the company at the
time, _____ of the total number of shares of Common Stock subject to the
Option will be vested one year after the Date of Grant, _____ of the total
number of shares of Common Stock subject to the Option will be vested two
years after the Date of Grant, _____ of the total number of shares of Common
Stock subject to the Option will be vested three years after the Date of
Grant, and so on, such that all of the shares of Common Stock subject to the
Option will be vested five years after the Date of Grant. The option may be
exercised with respect to any vested shares, in whole or in part, with a
minimum exercise of 100 shares or the total exercisable number of shares if
less than 100 shares, by you providing a notice of exercise to the Company
and payment in accordance with the forms and procedures established by
the Committee and in effect on the date of exercise.
(b) Accelerated Vesting if EPS Equals or Exceeds $0.50/Share.
If the Company's audited after tax earnings per share for the fiscal year ended
(i) December 31, 2007, (ii) December 31, 2008, (iii) December 31, 2009 or
(iv) December 31, 2010, are equal to or exceed $0.50 per share (as adjusted to
reflect any stock splits, recapitalizations or the like following the date
hereof), then, notwithstanding the vesting schedule in Section 3(a) of this
Award Notice, but otherwise subject to the terms of the Plan and this Award
Notice, as of the date such earnings per share are first disclosed to the
public, 100% of the as yet unvested shares subject to the Option shall
immediately vest and become exercisable, provided you are still a full-time
employee of the Company at that time.
4. Effect of Certain Events.
(a) Death. In the event of your death prior to the complete
exercise of the Option, your designated beneficiary or, in the absence of
such beneficiary, your duly qualified personal representative may exercise
the Option to purchase any vested shares available under the Option until the
earlier of the Expiration Date or one year after your death. Upon your death,
the Option shall terminate with respect to any unvested shares under the Option.
(b) Disability. In the event of your Disability prior to the
complete exercise of the Option, you may exercise the Option to purchase any
vested shares available under the Option until the earlier of the Expiration
Date or one year after the date of your Disability. Upon the date of your
Disability, the Option shall terminate with respect to any unvested shares
under the Option.
(c) Retirement or Approved Reason. Upon your Retirement or in the
event of termination for an Approved Reason, you may exercise the Option to
purchase any vested shares available under the Option until the earlier of
the Expiration Date or one year after the date of your Retirement or
termination for an Approved Reason. Upon your Retirement or termination for
an Approved Reason, the Option shall terminate with respect to any unvested
shares under the Option.
(d) Other Termination. Upon your termination from the Company
for any reason other than your Death, Disability, Retirement or
termination for an Approved Reason, you may exercise the Option to purchase
any vested shares available under the Option until the earlier of the
Expiration Date or 30 days after the date of your termination. Upon your
termination, the Option shall terminate with respect to any unvested shares
under the Option.
(e) Change of Control. Notwithstanding the vesting schedule set
forth in Section 3 of this Award Notice, upon a "Change of Control," the
Option shall become fully vested and immediately exercisable for the total
number of shares available under the Option. For purposes of this Award
Notice, "Change of Control" means (i) any "person" within the meaning of
Section 14(d) of the Exchange Act, other than the Company, a subsidiary, or
any employee benefit plan(s) sponsored by the Company or any subsidiary, is or
has become the "beneficial owner," as defined in Rule 13d-3 under the Exchange
Act, directly or indirectly, of 51 percent or more of the combined voting
power of the outstanding securities of the Company ordinarily having the
right to vote at the election of directors; (ii) individuals who constitute
the Board on the Date of Grant (the "Incumbent Board") have ceased for any
reason to constitute at least a majority thereof (or a majority of the Board
as then constituted), provided that any person becoming a director subsequent
to the Date of Grant whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least three-quarters
(3/4) of the directors comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director without objection to such nomination)
shall be, for purposes of this Plan, considered as though such person were a
member of the Incumbent Board; (iii) the closing of a reorganization,
merger or consolidation of the Company, other than one with respect to which
all or substantially all of those persons who were the beneficial owners,
immediately prior to such reorganization, merger or consolidation, of
outstanding securities of the Company ordinarily having the right to vote in
the election of directors own, immediately after such transaction, more than
three-quarters (3/4) of the outstanding securities of the resulting
corporation ordinarily having the right to vote in the election of directors;
(iv) the closing of a sale or other disposition of all or substantially all
of the assets of the Company, other than to a subsidiary; or (v) the complete
liquidation and dissolution of the Company.
5. Limitation of Rights. You will not have any rights as a
stockholder with respect to the shares covered by the Option until you become
the holder of record of such shares by exercising the Option. Neither the
Plan, the granting of the Option nor this Award Notice gives you any right to
remain employed by the Company or a Subsidiary.
6. Restrictions on Issuance of Shares. If at any time
the Company determines that listing, registration or qualification of
the shares covered by the Option upon any securities exchange or under any
state or federal law, or the approval of any governmental agency, is
necessary or advisable as a condition to the exercise of the Option, the
Option may not be exercised in whole or in part unless and until such listing,
registration, qualification or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
7. Restriction on Transfers. You may not make any sale or other
distribution or disposition of any shares of Common Stock acquired by you
pursuant to the exercise of all or any part of the Option unless (i) a
registration statement with respect to such shares is in effect at the time
of such sale, distribution or disposition and the Company shall have received
proof satisfactory to it that there has been compliance with applicable
state law, or (ii)the Company shall have received an opinion of counsel
satisfactory to it that no violation of the Securities Act of 1933,
as amended, or applicable state law will be involved in such
transfer.
8. Plan Controls. The Option is subject to all of the
provisions of the Plan, which is hereby incorporated by reference, and is
further subject to all the interpretations, amendments, rules and
regulations that may from time to time be promulgated and adopted by the
Committee pursuant to the Plan. In the event of any conflict among the
provisions of (i) the Plan or (ii) this Award Notice, the provisions of the
Plan will be controlling and determinative.
IN WITNESS WHEREOF, the Company has caused this agreement to be executed on its
behalf by its duly authorized officer, sealed with its corporate seal, attested
to by an authorized officer, and the Optionee has hereunto set his hand,
the day and year written below.
ACKNOWLEDGEMENT
The undersigned Grantee acknowledges receipt of a copy of the Plan,
and understands and agrees to the terms of this Award Notice and the Plan. The
Grantee further acknowledges that as of the Date of Grant, this Award Notice
sets forth the entire understanding between the Grantee and the Company
regarding the acquisition of Common Stock and supersedes all prior oral and
written agreements on that subject, with the exception of any other awards under
the Plan made to the Grantee contemporaneously with this Option.
Date:
------------
Grantee:
--------------------------
PERFORMANCE TECHNOLOGIES, INCORPORATED
-----------------------
Chief Executive Officer
ATTEST:
-----------------------