Current Report



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): July 1, 2005




(Exact name of registrant as specified in its charter)



Ohio   000-31283   34-1605456

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)


1376 State Route 598, Galion, Ohio   44833
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (419) 468-7600



(Former Name or Former Address, if Changed Since Last Report)



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 (see General Instruction A.2. below):


¨ 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 4.01.     Changes In Registrant’s Certifying Accountant.


On July 1, 2005, the Audit Committee of the Board of Directors of PECO II, Inc. (the “Company”), engaged Battelle & Battelle, LLP (“Battelle”) as the Company’s independent registered public accounting firm.


During the Company’s two most recent fiscal years and through July 1, 2005, neither the Company nor anyone on the Company’s behalf consulted with Battelle regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (iii) any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-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.


     PECO II, Inc.

Date: July 5, 2005


/s/ James L. Green

         James L. Green
         President and Chief Executive Office