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): April 17, 2006
PECO II, Inc.
(Exact name of registrant as specified in its charter)
| Ohio | 000-31283 | 34-1605456 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS 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 5.02 Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers.
On April 17, 2006, the Company’s board of directors elected Gerard B. Moersdorf, Jr., age 54, to the Company’s board of directors as a Class I member. The Company’s press release, dated April 20, 2006, regarding Mr. Moersdorf, Jr.’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Other Events.
With the election of Gerard B. Moersdorf, Jr. to the Company’s Board of Directors, the Company notified Nasdaq that it has regained compliance with Nasdaq Rule 4350(c)(1) during the grace period afforded by Nasdaq Rule 4350(c)(1). Nasdaq Rule 4350(c)(1) states that a majority of the board of directors of a Nasdaq issuer must be comprised of independent directors (as defined by Nasdaq Rule 4200(a)(15)). On April 20, 2006, Nasdaq notified the Company that it had determined that the Company complies with Nasdaq Rule 4250(c).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 20, 2006. |
SIGNATURE
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: April 21, 2006 | By: | /s/ John G. Heindel | ||
| John G. Heindel | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 20, 2006. |