PERFORMANCE TECHNOLOGIES, INCORPORATED




                                    Filing Type:     8-K
                                    Description:     Current Report
                                    Filing Date:     November 9, 2000
                                    Period End:      October 27, 2000



                           Primary Exchange:NASDAQ - National Market
                                                     System
                                    Ticker: PTIX


<PAGE>


                                Table of Contents




                                  8-K OTHERDOC

Item 5..................................................................2
Item 7..................................................................6


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):  October 27, 2000


                     Performance Technologies, Incorporated

------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



         Delaware                   0-27460                   16-1158413
------------------------------------------------------------------------------

(State or other jurisdiction) (Commission File No.) (IRS Employer Identification
                                                     No. of Incorporation)


315 Science Parkway, Rochester, NY                               14620
------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (716) 256-0200)

------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since last Report)



<PAGE>


Item 5.  OTHER EVENTS.

         On  October  27,  2000,   the  Board  of   Directors   of   Performance
Technologies,  Incorporated (the "Company") declared a dividend of one Right for
each  outstanding  share of the Company's Common Stock to stockholders of record
at the close of business on November  8, 2000 (the  "Record  Date").  Each Right
entitles the registered  holder to purchase from the Company one  one-thousandth
of a share of Series A Junior Participating  Preferred Stock, $.01 par value per
share (the "Preferred  Stock"),  at an Exercise Price of $110 per Right in cash,
subject to adjustment.  The description and terms of the Rights are set forth in
a Rights Agreement dated as of November 1, 2000 (the "Rights Agreement") between
the Company and American Stock Transfer & Trust Company, as Rights Agent.

         Exercisability of Rights. Initially, the Rights will not be exercisable
or transferable apart from the shares of Common Stock with respect to which they
will be distributed, and will be evidenced only by the certificates representing
such shares of Common Stock. The Rights will become exercisable and transferable
apart  from the  Common  Stock on a date  (the  "Separation  Date")  that is the
earlier of (i) the close of  business  on the tenth  business  day after a Stock
Acquisition  Date,  defined  as the first date of a public  announcement  by the
Company that a person or group of affiliated or associated persons has become an
Acquiring Person or Adverse Person (each as described  below), or (ii) the close
of business on the tenth  business day following the  commencement  of, or first
public disclosure of an intention to commence, a tender or exchange offer by any
person (other than a Permitted Offer as described  below) if, upon  consummation
of that offer,  such  person  would  become an  Acquiring  Person (as  described
below).  The  Rights  will be  exercisable  from the  Separation  Date until the
Expiration  Date,  which is the  earlier  of (i) the  close of  business  on the
ten-year  anniversary of the date of the Rights Agreement (the "Final Expiration
Date"), (ii) the date the Rights are redeemed by the Company, (iii) the date the
Rights are exchanged by the Company,  or (iv) immediately prior to the effective
time of a  consolidation,  merger  or share  exchange  of the  Company  (A) into
another  corporation or (B) with another corporation in which the Company is the
surviving  corporation but Common Stock is converted into cash and/or securities
of another  corporation,  in each case pursuant to an agreement  entered into by
the Company  prior to a Stock  Acquisition  Date,  at which time the Rights will
expire.

         A person  or  group  becomes  an  Acquiring  Person  under  the  Rights
Agreement  when such  person or group  acquires  or obtains the right to acquire
beneficial  ownership  of 15% or  more of the  then  outstanding  shares  of the
Company's  Common  Stock,  with  certain  exceptions  described  in  the  Rights
Agreement (including  exceptions for shares owned by the Company or a subsidiary
or employee benefit plan of the Company,  and for shares owned by any person who
the Board determines  inadvertently  reached such 15% beneficial ownership level
and who promptly divests  sufficient shares such that 15% or greater  beneficial
ownership ceases).  An Adverse Person under the Rights Agreement is a person who
beneficially owns more than 10% of the then outstanding  shares of the Company's
Common Stock and whose  ownership of that stock, in the opinion of the Board, is
intended or reasonably  likely to cause  pressure on the Company to enter into a
transaction  which would provide that person with short-term  financial gain not
in the Company's best long-term  interest or is causing or reasonably  likely to
cause a material adverse impact on the Company's business or prospects.

         A Permitted  Offer under the Rights  Agreement  is a tender or exchange
offer for all outstanding shares of the Company's Common Stock at a price and on
terms determined,  prior to the purchase of shares under such tender or exchange
offer,  by at least a majority of the members of the Board who are not  officers
of the  Company  and who are not  Acquiring  Persons  or  Adverse  Persons to be
adequate  and   otherwise  in  the  best   interests  of  the  Company  and  its
stockholders.

         Transferability  of Rights.  Prior to the  Separation  Date, the Rights
will not be transferable apart from the shares of Common Stock to which they are
attached.  Thus, the surrender or transfer of any Common Stock certificate prior
to that date will also constitute the transfer of the Rights associated with the
shares  represented by such  certificate.  Until the Separation Date (or earlier
redemption, exchange or expiration of the Rights), new Common Stock certificates
issued after the Record Date,  upon transfer or new issuance of shares of Common
Stock, will contain a notation  incorporating the Rights Agreement by reference.
Until the Separation Date (or earlier redemption,  exchange or expiration of the
Rights),  the  surrender for transfer of any  certificates  for shares of Common
Stock,  outstanding as of the Record Date,  even without such notation or a copy
of a Summary of Rights being attached thereto, will also constitute the transfer
of the Rights  associated  with the shares of Common Stock  represented  by such
certificate.   As  soon  as  practicable  after  a  Separation  Date,   separate
certificates  evidencing the Rights  ("Rights  Certificates")  will be mailed to
each record holder of shares of Common Stock as of the close of business on such
Separation Date and, in certain circumstances,  holders of certain shares issued
after such Separation Date. Until exercised, the holders of Rights will not have
any  rights as  holders  of  Preferred  Stock,  including  any rights to vote or
receive dividends on the Preferred Stock.

         Flip-In Rights. It is at the time that the "flip-in" right is triggered
that  the  Rights  have  a real  economic  value.  Upon  the  tender  for or the
acquisition  of  15%  of  the  Common  Stock  by  an  Acquiring  Person  or  the
determination  and announcement by the Board that a person has become an Adverse
Person (a  "Flip-In  Event"),  each holder of a Right will  thereafter  have the
right (the  "Flip-In  Right")  to  receive,  upon  exercise  and  payment of the
Exercise  Price,  the number of shares of Preferred  Stock having a market value
immediately  prior to the  Flip-In  Event  equal to two times  the then  current
Exercise  Price of the Right.  Any Right that is (or,  in certain  circumstances
specified  in the Rights  Agreement,  was)  beneficially  owned by an  Acquiring
Person or Adverse Person (or any of its  affiliates or  associates,  as defined)
will become null and void upon the occurrence of the Flip-In Event. Cash will be
paid in lieu of fractional shares.

         For  example,  at the Exercise  Price of $110 per Right,  if any person
becomes the Acquiring  Person of 15% or more of the outstanding  Common Stock of
the Company or is  determined  to be an Adverse  Person,  thereafter  each Right
(other than Rights owned by such 15% Acquiring  Person or Adverse  Person or any
of its affiliates or associates,  which will have become void) would entitle its
holder  to  purchase  $220  worth of the  Company's  Preferred  Stock  for $110.
Assuming that each one  one-thousandth  share of Preferred Stock is the economic
equivalent  of one share of Common  Stock and further  assuming  that the Common
Stock had a per share value of $11.00 at such time, each Right would effectively
entitle its holder to purchase  twenty  one-thousandth  shares of the  Company's
Preferred Stock for $110.

         Flip-Over Rights. If, at any time following a Flip-in Event, either (i)
the Company is acquired in a merger or other business  combination  transaction,
the  Acquiring  Person or Adverse  Person  controls the Board of the Company and
either (A) the  investment of the shares owned by those other than the Acquiring
Person or Adverse Person are not identified to the shares owned by the Acquiring
Person or Adverse Person or (B) the transaction is with the Acquiring  Person or
Adverse  Person or a  related  party;  or (ii) the  Company  sells or  otherwise
transfers  more than 50% of its  aggregate  assets or earning power to a related
party if  approved  by Company  after the  Acquiring  Person or  Adverse  Person
controls  the  Board of the  Company,  each  holder  of a Right  (except  Rights
previously  voided as  described  above)  will  thereafter  have the right  (the
"Flip-Over  Right") to receive,  upon  exercise,  shares of common  stock of the
Acquiring  Person or Adverse  Person  having a value equal to twice the Exercise
Price of the Right.  The Flip-Over  Right will be  exercisable  apart from,  and
regardless of the exercise or surrender of, the Flip-In Right.

         Again,  as with the flip-in  trigger,  because the Acquiring  Person or
Adverse  Person is not able to exercise  its  rights,  the  Acquiring  Person or
Adverse Person and (assuming that the Acquiring  Person or Adverse Person is the
party acquiring the Company) its  stockholders  are  significantly  diluted as a
result of the triggering of the flip-over event.

         Exercise Price for Rights.  The Exercise Price is intended to represent
the Board's  informed  prediction  as to the likely market price of one share of
the Company's Common Stock at the end of the term of the Rights  Agreement,  and
is not an expression  as to what would be a fair or adequate  price for the sale
of the Company.

         Redemption of the Rights. At any time prior to the close of business on
the  tenth  business  day  following  a public  announcement  that a party is an
Acquiring Person or Adverse Person, the Board may redeem the Rights in whole but
not in part at a  Redemption  Price of $.001  per  Right.  Immediately  upon any
redemption  of the Rights,  the right to exercise the Rights will  terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

         Exchange of the Rights.  At any time after a Flip-in  Event,  the Board
may exchange the Rights  (other than Rights  owned by such  Acquiring  Person or
Adverse Person or any of its  affiliates or associates  which have become void),
in whole or in part,  for  Common  Stock at an  exchange  ratio of one  share of
Common Stock per Right.

         Adjustments.  The Exercise Price  payable,  and the number of shares of
Preferred Stock or other securities or property  issuable,  upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of the Preferred Stock,  (ii) upon the grant to holders of the
Preferred  Stock of certain  rights,  options or  warrants to  subscribe  for or
purchase Common Stock at a price, or securities convertible into Preferred Stock
with a conversion  price,  less than the then current market price of the Common
Stock,  or (iii) upon the  distribution  to holders  of the  Preferred  Stock of
evidences of indebtedness or assets  (excluding  regular periodic cash dividends
paid out of  earnings or retained  earnings  or  dividends  payable in shares of
Preferred  Stock)  or of  subscription  rights or  warrants  (other  than  those
referred to above).  The number of Rights  associated  with each share of Common
Stock is also subject to  adjustment in the event of a stock split of the Common
Stock  or  stock  dividend  on the  Common  Stock  payable  in  Common  Stock or
subdivisions,  consolidations or combinations of the Common Stock occurring,  in
any such case, prior to the Separation Date.

         Reserved   Shares/Substitution   of  Assets.   The   Rights   Agreement
contemplates that the Company will reserve a sufficient number of authorized but
unissued  shares of  Preferred  Stock to  permit  the  exercise  of the right to
exchange the Rights  should the Rights  become  exercisable.  The Board may (and
under certain  circumstances  is obligated to) issue other equity  securities or
assets upon the exercise of the Rights if sufficient  shares of Preferred  Stock
are not available for issuance should the Rights become  exercisable.  The Board
may make adequate  provision to substitute for the shares of stock which are not
available for issuance  upon  exercise of such Rights either cash,  other equity
securities of the Company (including,  without  limitation,  shares of preferred
stock of the  Company),  debt  securities  of the Company,  other  assets,  or a
combination  of the  foregoing,  having an aggregate  value (as  determined by a
majority  of the Board  after  receiving  advice  from a  nationally  recognized
investment  banking  firm) equal to the value of the shares of  Preferred  Stock
unavailable  for issuance upon exercise of the Rights.  In addition,  the Board,
subject to  certain  limitations,  may amend the  Rights to change the  Exercise
Price and  therefore  the  number of shares of  Preferred  Stock  issuable  upon
exercise of the Rights.  If the Company does not take such action within 30 days
following the later of a Flip-In Event or the date on which the Company's  right
of  redemption  with  respect to the Rights  expires,  then the Company  will be
required to deliver cash as the substitute for the unavailable authorized shares
of Preferred Stock.

         Amendment  of the  Rights  Agreement.  The terms of the  Rights and the
Rights  Agreement may be amended by the Board without the consent of the holders
of the  Rights,  except  that from and after such time as any Person  becomes an
Acquiring  Person or Adverse Person no such  amendment may adversely  affect the
interests of the holders of the Rights  (other than the  Acquiring  Person,  the
Adverse Person or their Affiliates and Associates.

         Independent Director Review. The Rights Agreement final expiration date
is ten years from the date of the Rights Agreement.  However, a committee of the
Company's  Directors  who are neither  officers,  employees or affiliates of the
Company  will  review the  Rights  Plan at least  every  three  years and,  if a
majority of these Directors  deems it appropriate,  may recommend a modification
or termination of the Rights Agreement.

         A copy of the Rights  Agreement has been filed with the  Securities and
Exchange  Commission  as an Exhibit to the Company's  Registration  Statement on
Form 8-A dated  November 8, 2000.  A copy of the Rights  Agreement  is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
Rights Agreement, which is incorporated herein by reference.

Item 7.FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

  (c)    Exhibits

         The exhibits  listed in the Exhibit  Index filed as part of this report
         are filed as part of or included in this report.



<PAGE>



                                   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 thereunto duly authorized.


Date:  November 9, 2000

                                    PERFORMANCE TECHNOLOGIES,
                                    INCORPORATED



                                    By:/s/ Donald L. Turrell
                                       --------------------------------
                                    Name:  Donald L. Turrell
                                    Title: Chief Executive Officer



                                  EXHIBIT INDEX


Exhibit No.                Description

  4.1             Form of  Rights  Agreement,  dated  as of  November  1,  2000,
                  between  Performance  Technologies,  Incorporated and American
                  Stock Transfer & Trust Company which includes as Exhibit A the
                  Form of Rights  Certificate,  and as Exhibit B the  Summary of
                  Rights to Purchase Preferred Stock.1


1 Incorporated by reference to the Registrant's  Registration  Statement on Form
8-A, dated November 8, 2000 and filed by the Registrant with the Commission.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K DATED NOVEMBER 9, 2000", "secsgml_size_bytes": 18727}]
{"company-data": {"conformed-name": "PERFORMANCE TECHNOLOGIES INC \\DE\\", "cik": "0001003950", "assigned-sic": "3672", "irs-number": "161158413", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27460", "film-number": "756451"}, "business-address": {"street1": "315 SCIENCE PKWY", "city": "ROCHESTER", "state": "NY", "zip": "14620", "phone": "7162560200"}, "mail-address": {"street1": "315 SCIENCE PARKWAY", "street2": "315 SCIENCE PARKWAY", "city": "ROCHESTER", "state": "NY", "zip": "14620"}}
PERFORMANCE TECHNOLOGIES, INCORPORATED

                                    Filing Type:     8-K
                                    Description:     Current Report
                                    Filing Date:     November 9, 2000
                                    Period End:      October 27, 2000

                           Primary Exchange:NASDAQ - National Market
                                                     System
                                    Ticker: PTIX
Table of Contents

                                  8-K OTHERDOC

Item 5..................................................................2
Item 7..................................................................6
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  October 27, 2000

                     Performance Technologies, Incorporated

------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

         Delaware                   0-27460                   16-1158413
------------------------------------------------------------------------------

(State or other jurisdiction) (Commission File No.) (IRS Employer Identification
                                                     No. of Incorporation)

315 Science Parkway, Rochester, NY                               14620
------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (716) 256-0200)

------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since last Report)
Item 5.  OTHER EVENTS.

         On  October  27,  2000,   the  Board  of   Directors   of   Performance
Technologies,  Incorporated (the "Company") declared a dividend of one Right for
each  outstanding  share of the Company's Common Stock to stockholders of record
at the close of business on November  8, 2000 (the  "Record  Date").  Each Right
entitles the registered  holder to purchase from the Company one  one-thousandth
of a share of Series A Junior Participating  Preferred Stock, $.01 par value per
share (the "Preferred  Stock"),  at an Exercise Price of $110 per Right in cash,
subject to adjustment.  The description and terms of the Rights are set forth in
a Rights Agreement dated as of November 1, 2000 (the "Rights Agreement") between
the Company and American Stock Transfer & Trust Company, as Rights Agent.

         Exercisability of Rights. Initially, the Rights will not be exercisable
or transferable apart from the shares of Common Stock with respect to which they
will be distributed, and will be evidenced only by the certificates representing
such shares of Common Stock. The Rights will become exercisable and transferable
apart  from the  Common  Stock on a date  (the  "Separation  Date")  that is the
earlier of (i) the close of  business  on the tenth  business  day after a Stock
Acquisition  Date,  defined  as the first date of a public  announcement  by the
Company that a person or group of affiliated or associated persons has become an
Acquiring Person or Adverse Person (each as described  below), or (ii) the close
of business on the tenth  business day following the  commencement  of, or first
public disclosure of an intention to commence, a tender or exchange offer by any
person (other than a Permitted Offer as described  below) if, upon  consummation
of that offer,  such  person  would  become an  Acquiring  Person (as  described
below).  The  Rights  will be  exercisable  from the  Separation  Date until the
Expiration  Date,  which is the  earlier  of (i) the  close of  business  on the
ten-year  anniversary of the date of the Rights Agreement (the "Final Expiration
Date"), (ii) the date the Rights are redeemed by the Company, (iii) the date the
Rights are exchanged by the Company,  or (iv) immediately prior to the effective
time of a  consolidation,  merger  or share  exchange  of the  Company  (A) into
another  corporation or (B) with another corporation in which the Company is the
surviving  corporation but Common Stock is converted into cash and/or securities
of another  corporation,  in each case pursuant to an agreement  entered into by
the Company  prior to a Stock  Acquisition  Date,  at which time the Rights will
expire.

         A person  or  group  becomes  an  Acquiring  Person  under  the  Rights
Agreement  when such  person or group  acquires  or obtains the right to acquire
beneficial  ownership  of 15% or  more of the  then  outstanding  shares  of the
Company's  Common  Stock,  with  certain  exceptions  described  in  the  Rights
Agreement (including  exceptions for shares owned by the Company or a subsidiary
or employee benefit plan of the Company,  and for shares owned by any person who
the Board determines  inadvertently  reached such 15% beneficial ownership level
and who promptly divests  sufficient shares such that 15% or greater  beneficial
ownership ceases).  An Adverse Person under the Rights Agreement is a person who
beneficially owns more than 10% of the then outstanding  shares of the Company's
Common Stock and whose  ownership of that stock, in the opinion of the Board, is
intended or reasonably  likely to cause  pressure on the Company to enter into a
transaction  which would provide that person with short-term  financial gain not
in the Company's best long-term  interest or is causing or reasonably  likely to
cause a material adverse impact on the Company's business or prospects.

         A Permitted  Offer under the Rights  Agreement  is a tender or exchange
offer for all outstanding shares of the Company's Common Stock at a price and on
terms determined,  prior to the purchase of shares under such tender or exchange
offer,  by at least a majority of the members of the Board who are not  officers
of the  Company  and who are not  Acquiring  Persons  or  Adverse  Persons to be
adequate  and   otherwise  in  the  best   interests  of  the  Company  and  its
stockholders.

         Transferability  of Rights.  Prior to the  Separation  Date, the Rights
will not be transferable apart from the shares of Common Stock to which they are
attached.  Thus, the surrender or transfer of any Common Stock certificate prior
to that date will also constitute the transfer of the Rights associated with the
shares  represented by such  certificate.  Until the Separation Date (or earlier
redemption, exchange or expiration of the Rights), new Common Stock certificates
issued after the Record Date,  upon transfer or new issuance of shares of Common
Stock, will contain a notation  incorporating the Rights Agreement by reference.
Until the Separation Date (or earlier redemption,  exchange or expiration of the
Rights),  the  surrender for transfer of any  certificates  for shares of Common
Stock,  outstanding as of the Record Date,  even without such notation or a copy
of a Summary of Rights being attached thereto, will also constitute the transfer
of the Rights  associated  with the shares of Common Stock  represented  by such
certificate.   As  soon  as  practicable  after  a  Separation  Date,   separate
certificates  evidencing the Rights  ("Rights  Certificates")  will be mailed to
each record holder of shares of Common Stock as of the close of business on such
Separation Date and, in certain circumstances,  holders of certain shares issued
after such Separation Date. Until exercised, the holders of Rights will not have
any  rights as  holders  of  Preferred  Stock,  including  any rights to vote or
receive dividends on the Preferred Stock.

         Flip-In Rights. It is at the time that the "flip-in" right is triggered
that  the  Rights  have  a real  economic  value.  Upon  the  tender  for or the
acquisition  of  15%  of  the  Common  Stock  by  an  Acquiring  Person  or  the
determination  and announcement by the Board that a person has become an Adverse
Person (a  "Flip-In  Event"),  each holder of a Right will  thereafter  have the
right (the  "Flip-In  Right")  to  receive,  upon  exercise  and  payment of the
Exercise  Price,  the number of shares of Preferred  Stock having a market value
immediately  prior to the  Flip-In  Event  equal to two times  the then  current
Exercise  Price of the Right.  Any Right that is (or,  in certain  circumstances
specified  in the Rights  Agreement,  was)  beneficially  owned by an  Acquiring
Person or Adverse Person (or any of its  affiliates or  associates,  as defined)
will become null and void upon the occurrence of the Flip-In Event. Cash will be
paid in lieu of fractional shares.

         For  example,  at the Exercise  Price of $110 per Right,  if any person
becomes the Acquiring  Person of 15% or more of the outstanding  Common Stock of
the Company or is  determined  to be an Adverse  Person,  thereafter  each Right
(other than Rights owned by such 15% Acquiring  Person or Adverse  Person or any
of its affiliates or associates,  which will have become void) would entitle its
holder  to  purchase  $220  worth of the  Company's  Preferred  Stock  for $110.
Assuming that each one  one-thousandth  share of Preferred Stock is the economic
equivalent  of one share of Common  Stock and further  assuming  that the Common
Stock had a per share value of $11.00 at such time, each Right would effectively
entitle its holder to purchase  twenty  one-thousandth  shares of the  Company's
Preferred Stock for $110.

         Flip-Over Rights. If, at any time following a Flip-in Event, either (i)
the Company is acquired in a merger or other business  combination  transaction,
the  Acquiring  Person or Adverse  Person  controls the Board of the Company and
either (A) the  investment of the shares owned by those other than the Acquiring
Person or Adverse Person are not identified to the shares owned by the Acquiring
Person or Adverse Person or (B) the transaction is with the Acquiring  Person or
Adverse  Person or a  related  party;  or (ii) the  Company  sells or  otherwise
transfers  more than 50% of its  aggregate  assets or earning power to a related
party if  approved  by Company  after the  Acquiring  Person or  Adverse  Person
controls  the  Board of the  Company,  each  holder  of a Right  (except  Rights
previously  voided as  described  above)  will  thereafter  have the right  (the
"Flip-Over  Right") to receive,  upon  exercise,  shares of common  stock of the
Acquiring  Person or Adverse  Person  having a value equal to twice the Exercise
Price of the Right.  The Flip-Over  Right will be  exercisable  apart from,  and
regardless of the exercise or surrender of, the Flip-In Right.

         Again,  as with the flip-in  trigger,  because the Acquiring  Person or
Adverse  Person is not able to exercise  its  rights,  the  Acquiring  Person or
Adverse Person and (assuming that the Acquiring  Person or Adverse Person is the
party acquiring the Company) its  stockholders  are  significantly  diluted as a
result of the triggering of the flip-over event.

         Exercise Price for Rights.  The Exercise Price is intended to represent
the Board's  informed  prediction  as to the likely market price of one share of
the Company's Common Stock at the end of the term of the Rights  Agreement,  and
is not an expression  as to what would be a fair or adequate  price for the sale
of the Company.

         Redemption of the Rights. At any time prior to the close of business on
the  tenth  business  day  following  a public  announcement  that a party is an
Acquiring Person or Adverse Person, the Board may redeem the Rights in whole but
not in part at a  Redemption  Price of $.001  per  Right.  Immediately  upon any
redemption  of the Rights,  the right to exercise the Rights will  terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

         Exchange of the Rights.  At any time after a Flip-in  Event,  the Board
may exchange the Rights  (other than Rights  owned by such  Acquiring  Person or
Adverse Person or any of its  affiliates or associates  which have become void),
in whole or in part,  for  Common  Stock at an  exchange  ratio of one  share of
Common Stock per Right.

         Adjustments.  The Exercise Price  payable,  and the number of shares of
Preferred Stock or other securities or property  issuable,  upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of the Preferred Stock,  (ii) upon the grant to holders of the
Preferred  Stock of certain  rights,  options or  warrants to  subscribe  for or
purchase Common Stock at a price, or securities convertible into Preferred Stock
with a conversion  price,  less than the then current market price of the Common
Stock,  or (iii) upon the  distribution  to holders  of the  Preferred  Stock of
evidences of indebtedness or assets  (excluding  regular periodic cash dividends
paid out of  earnings or retained  earnings  or  dividends  payable in shares of
Preferred  Stock)  or of  subscription  rights or  warrants  (other  than  those
referred to above).  The number of Rights  associated  with each share of Common
Stock is also subject to  adjustment in the event of a stock split of the Common
Stock  or  stock  dividend  on the  Common  Stock  payable  in  Common  Stock or
subdivisions,  consolidations or combinations of the Common Stock occurring,  in
any such case, prior to the Separation Date.

         Reserved   Shares/Substitution   of  Assets.   The   Rights   Agreement
contemplates that the Company will reserve a sufficient number of authorized but
unissued  shares of  Preferred  Stock to  permit  the  exercise  of the right to
exchange the Rights  should the Rights  become  exercisable.  The Board may (and
under certain  circumstances  is obligated to) issue other equity  securities or
assets upon the exercise of the Rights if sufficient  shares of Preferred  Stock
are not available for issuance should the Rights become  exercisable.  The Board
may make adequate  provision to substitute for the shares of stock which are not
available for issuance  upon  exercise of such Rights either cash,  other equity
securities of the Company (including,  without  limitation,  shares of preferred
stock of the  Company),  debt  securities  of the Company,  other  assets,  or a
combination  of the  foregoing,  having an aggregate  value (as  determined by a
majority  of the Board  after  receiving  advice  from a  nationally  recognized
investment  banking  firm) equal to the value of the shares of  Preferred  Stock
unavailable  for issuance upon exercise of the Rights.  In addition,  the Board,
subject to  certain  limitations,  may amend the  Rights to change the  Exercise
Price and  therefore  the  number of shares of  Preferred  Stock  issuable  upon
exercise of the Rights.  If the Company does not take such action within 30 days
following the later of a Flip-In Event or the date on which the Company's  right
of  redemption  with  respect to the Rights  expires,  then the Company  will be
required to deliver cash as the substitute for the unavailable authorized shares
of Preferred Stock.

         Amendment  of the  Rights  Agreement.  The terms of the  Rights and the
Rights  Agreement may be amended by the Board without the consent of the holders
of the  Rights,  except  that from and after such time as any Person  becomes an
Acquiring  Person or Adverse Person no such  amendment may adversely  affect the
interests of the holders of the Rights  (other than the  Acquiring  Person,  the
Adverse Person or their Affiliates and Associates.

         Independent Director Review. The Rights Agreement final expiration date
is ten years from the date of the Rights Agreement.  However, a committee of the
Company's  Directors  who are neither  officers,  employees or affiliates of the
Company  will  review the  Rights  Plan at least  every  three  years and,  if a
majority of these Directors  deems it appropriate,  may recommend a modification
or termination of the Rights Agreement.

         A copy of the Rights  Agreement has been filed with the  Securities and
Exchange  Commission  as an Exhibit to the Company's  Registration  Statement on
Form 8-A dated  November 8, 2000.  A copy of the Rights  Agreement  is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
Rights Agreement, which is incorporated herein by reference.

Item 7.FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

  (c)    Exhibits

         The exhibits  listed in the Exhibit  Index filed as part of this report
         are filed as part of or included in this report.
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 thereunto duly authorized.

Date:  November 9, 2000

                                    PERFORMANCE TECHNOLOGIES,
                                    INCORPORATED

                                    By:/s/ Donald L. Turrell
                                       --------------------------------
                                    Name:  Donald L. Turrell
                                    Title: Chief Executive Officer

                                  EXHIBIT INDEX

Exhibit No.                Description

  4.1             Form of  Rights  Agreement,  dated  as of  November  1,  2000,
                  between  Performance  Technologies,  Incorporated and American
                  Stock Transfer & Trust Company which includes as Exhibit A the
                  Form of Rights  Certificate,  and as Exhibit B the  Summary of
                  Rights to Purchase Preferred Stock.1

1 Incorporated by reference to the Registrant's  Registration  Statement on Form
8-A, dated November 8, 2000 and filed by the Registrant with the Commission.