Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2013


Performance Technologies,

(Exact name of registrant as specified in its charter)



Delaware   0-27460   16-1158413

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

140 Canal View Boulevard   Rochester, New York   14623
(Address of principal executive offices)   (Zip Code)
 Registrant’s telephone number, including area code: (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 24, 2013, the Compensation Committee (the “Committee”) of Performance Technologies, Inc. (the “Registrant”) approved grants of time-vested non-qualified stock options to the Registrant’s executive officers. The officers identified in the table below were granted options to purchase the following number of shares under the Registrant’s 2003 Omnibus Incentive Plan:


  Named Executive Officer   Number of Shares  
  John M. Slusser   100,000  
  Dorrance W. Lamb   60,000  
  John J. Grana   60,000  
  J. Patrick Rice   40,000  


The options were granted at an exercise price as of the market close on January 24, 2013, which was $.90, and will vest according to the following schedule: 50% will vest in the first year at the rate of 1/12 per month (4.167% per month); 25% will vest in the second year at the rate of 1/12 per month (2.083% per month); and 25% will vest in the third year at the rate of 1/12 per month (2.083% per month). All of the options expire five years from the date of grant and contain change-in-control/acceleration provisions. The form of the stock option agreement will be filed as an exhibit to the Registrant’s annual report on Form 10-K.





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.


January 29, 2013   By /s/ John M. Slusser

John M. Slusser

President and Chief Executive Officer


January 29, 2013   By /s/ Dorrance W. Lamb

Dorrance W. Lamb

Senior Vice President and Chief Financial Officer