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): May 13, 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
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On January 20, 2003, the Registrant created the position of Chief Strategic
Officer which was filled by John M. Slusser, in addition to his role as
Chairman of the Board of the Registrant. On May 13, 2004, the Registrant
announced that effective June 30, 2004, John M. Slusser will transition back
to the role of outside Director and Chairman of the Board through
November 30, 2004.
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
May 13, 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.
May 17, 2004 By:/s/ Donald L. Turrell
--------------------------
Donald L. Turrell
President and
Chief Executive Officer
May 17, 2004 By:/s/ Dorrance W. Lamb
---------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance
Exhibit 99.1
Performance Technologies Realigns
Strategic Planning Function
ROCHESTER, N.Y. - May 13, 2004 - Performance Technologies (Nasdaq NM: PTIX), a
leading developer of platforms, components and software solutions for the
communications, military and commercial markets, today announced a change to its
management structure.
On January 20, 2003, the company's Board of Directors created the position of
Chief Strategic Officer to assist in accelerating company growth and improving
shareholder value. John M. Slusser agreed to fill this position in addition to
his ongoing responsibilities as Chairman of the Board. Since assuming this
responsibility, Mr. Slusser has identified potential growth strategies, tactics
and areas of investment. He has also assisted the management team in targeting a
number of potential acquisitions and investment candidates over the past 15
months.
The Board of Directors has concluded that the objectives established when
creating this position have been achieved. Effective June 30, 2004, Mr. Slusser
will assume a six month transition role back to the position of Outside Director
and Chairman of the Board.
The Company's management team will assume ongoing responsibility for the efforts
previously undertaken by Mr. Slusser in his role as Chief Strategic Officer.
About Performance Technologies
Performance Technologies (Nasdaq NM: PTIX) develops the platforms, components
and software solutions for the world's evolving communications infrastructure.
Our broad customer base includes companies in the communications, military and
commercial markets. Serving the industry for more than 20 years, our complete
line of packet-based products enables equipment manufacturers and service
providers to offer 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 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 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 technological
changes accompanied by new frequent 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, 2003, as reported in its Annual Report on Form 10-K
and other documents as filed with the Securities and Exchange Commission.