UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM 10-K/A
Amendment No. 1
_______________________
[ X ] ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 0-27460
 |
PERFORMANCE TECHNOLOGIES, INCORPORATED
|
Incorporated pursuant to the Laws of the State of Delaware
Internal Revenue Service – Employer Identification No. 16-1158413
140 Canal View Boulevard, Rochester, New York 14623
(585) 256-0200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $0.01 per share | NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes£ NoS
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes£ NoS
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesS No£
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesS No£
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. Large accelerated filer£ Accelerated filer£ Non-accelerated filer£ Smaller reporting companyS
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes£ NoS
The aggregate market value of the voting stock held by non-affiliates of the registrant as of the close of business on June 30, 2012 was approximately $19,574,296, based on the closing price of the registrant’s common stock on the NASDAQ Global Market on that date.
The number of shares outstanding of the registrant’s Common Stock, $.01 par value, was 11,116,397 as of February 21, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant’s definitive proxy statement relating to the May 23, 2013 Annual Meeting of Stockholders are specifically incorporated by reference in Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, except for the equity plan information required by Item 12 as set forth therein.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Performance Technologies, Incorporated’s Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), filed with the Securities and Exchange Commission on March 7, 2013, is solely to furnish our consolidated financial statements and related disclosures for the year ended December 31, 2012, formatted in eXtensible Business Reporting Language (XBRL), which is attached as Exhibit 101.
Users of the XBRL data are advised that pursuant to Rule 406T of Regulation S-T, these interactive files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. No other changes have been made to the Form 10-K, except to furnish the exhibit described above that should have been attached to the original filing. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way the disclosures made in the Form 10-K.
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (3) | Exhibits |
| Exhibit Number | Ref. Number | |||
| Description | ||||
| 2.1 | (1) | Asset Sale Agreement between Registrant and GENBAND dated as of January 11, 2011 | ||
| 2.2 | (1) | Intellectual Property License Agreement between Registrant and GENBAND dated as of January 11, 2011 | ||
| 3.1 | (1) | Restated Certificate of Incorporation | ||
| 3.2 | (1) | Certificate of Amendment | ||
| 3.3 | (1) | Amended By-laws | ||
| 3.3 | (1) | Amendment to By-laws | ||
| 4.1 | (1) | Form of Common Stock Certificate | ||
| 4.5 | (1) | Rights Agreement | ||
| 4.5 | (1) | Amendment No. 1 to Rights Agreement | ||
| 4.5 | (1) | Amendment No. 2 to Rights Agreement | ||
| 4.7 | (1) | 2003 Omnibus Incentive Plan | ||
| 4.8 | (1) | 2012 Omnibus Incentive Plan | ||
| 10.1 | (1) | Form of Indemnification Agreement | ||
| 10.16 | (1) | License Agreement between the Registrant and Spider Systems Limited dated March 18, 1992 | ||
| 10.3 | (1) | Form of Stock Option Agreement | ||
| 10.33 | (1) | Lease Agreement dated as of January 1, 2012 between the Registrant and HUB Properties Trust | ||
| 10.33a | (1) | Lease Agreement dated as of May 19, 2001 between the Registrant and Christa PT, LLC | ||
| 10.33b | (1) | First Amendment to Lease dated as of July 19, 2001 between the Registrant and Christa PT, LLC | ||
| 10.33c | (1) | Second Amendment to Lease dated as of July 31, 2001 between the Registrant and Christa PT, LLC | ||
| 21.1 | (1) | List of Subsidiaries | ||
| 31.1 | (1) | Certification of Chief Executive Officer | ||
| 31.2 | (1) | Certification of Chief Financial Officer | ||
| 32.1 | (1) | Section 1350 Certification | ||
| 101.INS | (2) | XBRL Instance Document | ||
| (2) | XBRL Taxonomy Extension Schema | |||
| (2) | XBRL Taxonomy Extension Calculation Linkbase | |||
| (2) | XBRL Taxonomy Extension Definition Linkbase | |||
| (2) | XBRL Taxonomy Extension Label Linkbase | |||
| (2) | XBRL Taxonomy Extension Presentation Linkbase |
| (1) | These exhibits were previously included or incorporated by reference in Performance Technologies, Incorporated’s Annual Report on Form 10-K to the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 7, 2013. |
| (2) | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 14, 2013 | PERFORMANCE TECHNOLOGIES, INCORPORATED | ||
By:/s/ John M. Slusser John M. Slusser President and Chief Executive Officer | |||
By:/s/ Dorrance W. Lamb Dorrance W. Lamb Senior Vice President and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report.
| Signature | Title | Date |
/s/John M. Slusser John M. Slusser |
Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer) | March 14, 2013 |
/s/Dorrance W. Lamb Dorrance W. Lamb |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | March 14, 2013 |
/s/Dennis C. Connors Dennis C. Connors |
Director | March 14, 2013 |
/s/Charles E. Maginness Charles E. Maginness |
Director | March 14, 2013 |
/s/Stuart B. Meisenzahl Stuart B. Meisenzahl |
Director | March 14, 2013 |
/s/Robert L. Tillman Robert L. Tillman |
Director | March 14, 2013 |