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
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

       Delaware                    0-27460                        16-1158413
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission                     (IRS Employer
of Incorporation)                   File Number)             Identification No.)

205 Indigo Creek Drive, Rochester, N.Y.                         14626
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

       Registrant's telephone number, including area code (585) 256-0200


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

<PAGE>

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
                                -----------------------------------
                                         Donald L. Turrell
                                         President and Chief Eexcutive Officer

September 20, 2002              By:   /s/   Dorrance W. Lamb
                                -----------------------------------
                                         Dorrance W. Lamb
                                         Vice President of Finance
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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
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

       Delaware                    0-27460                        16-1158413
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission                     (IRS Employer
of Incorporation)                   File Number)             Identification No.)

205 Indigo Creek Drive, Rochester, N.Y.                         14626
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

       Registrant's telephone number, including area code (585) 256-0200

--------------------------------------------------------------------------------
(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
                                -----------------------------------
                                         Donald L. Turrell
                                         President and Chief Eexcutive Officer

September 20, 2002              By:   /s/   Dorrance W. Lamb
                                -----------------------------------
                                         Dorrance W. Lamb
                                         Vice President of Finance