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) September 12, 2002
Performance Technologies, Incorporated
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27460 16-1158413
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
205 Indigo Creek Drive, Rochester, N.Y. 14626
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (585) 256-0200
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other
On September 12, 2002 the Registrant announced an agreement with Intel
Corporation to acquire a portion of its embedded Communications Platform
Division located in San Luis Obispo, California, in a sale-of-stock transaction.
The acquisition will make the San Luis Obispo operation a fully owned operating
unit of Performance Technologies and more than doubles the company's total
available market in the embedded systems space through the addition of system
and computing products.
"This acquisition provides us with a highly complementary product line that
has virtually no overlap with our existing products and a significant number of
mutual customers," said Donald Turrell, president and CEO of Performance
Technologies. "In a time when equipment manufacturers and integrators are
looking to establish strategic relationships with fewer vendors, this
acquisition is key as it allows us to immediately offer a broader range of
products to our customers."
Completion of the transaction is expected on or before October 1, 2002, for
an aggregate cash consideration of approximately $3.8 million. As an additional
part of the agreement, Intel will license certain PICMG TM 2.16-based products
from Performance Technologies. Upon completion of the transaction, the new unit
of Performance Technologies will continue to operate in its San Luis Obispo
facility, and products will be branded under the Ziatech name.
The Ziatech line of CompactPCI TM, PICMG 2.16 and STD 32-based processor
modules and system platforms will become an important extension to the
Performance Technologies product family that management believes can contribute
to the future growth and expansion of the company. The combined products will
allow Performance Technologies to serve a wider set of embedded applications in
the data communications, telecommunications, military, industrial automation,
transportation and medical markets. Future developments will take advantage of
the skills of both companies to create packet-based products for use in emerging
IP-based embedded systems and networks.
"Ziatech has a strong reputation as an innovative company in the open
standards OEM business, being the original developers of the CompactPCI
specification," said Reg Cable, vice president of marketing for Performance
Technologies. "Performance Technologies is the original developer of the recent
PICMG 2.16 specification. The combination of these two capabilities will provide
a strong market presence, allowing us to aggressively address a broad variety of
embedded system applications."
As part of this transaction, Performance Technologies will participate in
the Intel Applied Computing Platform Provider (ACPP) program. The ACPP program
consists of third-party module and software vendors who have established a
significant presence in embedded and communications market segments.
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, 2001, as reported in
its Annual Report on Form 10-K and other documents as filed with the Securities
and Exchange Commission.
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 hereto duly authorized.
Performance Technologies, Incorporated
September 20, 2002 By: /s/ Donald L. Turrell
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Donald L. Turrell
President and Chief Eexcutive Officer
September 20, 2002 By: /s/ Dorrance W. Lamb
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Dorrance W. Lamb
Vice President of Finance