8-K

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):  June 14, 2011

PIONEER POWER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-155375	27-1347616
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Parker Plaza 400 Kelby Street, 9th Floor Fort Lee, New Jersey	07024
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 867-0700

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 14, 2011, Pioneer Power Solutions, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation, as corrected by a Certificate of Correction filed on June 16, 2011 (collectively, the “Certificate of Amendment”), effecting a reverse stock split of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a ratio of one-for-five and reducing the number of authorized shares of Common Stock from seventy-five million (75,000,000) shares to thirty million (30,000,000) shares.  The reverse stock split will be effective as of 5:00 p.m. New York time on June 20, 2011.  A majority of the Company’s stockholders approved the Certificate of Amendment on June 1, 2011, and the Company's Board of Directors authorized the implementation of the reverse stock split on June 1, 2011.

As a result of the reverse stock split, every five (5) shares of Common Stock will be combined into one (1) share of Common Stock.  The reverse stock split affects all shares of Common Stock outstanding immediately prior to the effective time of the reverse stock split as well as the number of shares of Common Stock available for issuance under the Company’s stock incentive plans.  In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of outstanding stock options or warrants.  Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split.  Instead, all fractional shares will be rounded up to the next whole share.

The foregoing description of the reverse stock split and Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Certificate of Correction related thereto, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation.
3.2	Certificate of Correction to Certificate of Amendment to Certificate of Incorporation.

2

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 hereunto duly authorized.

	PIONEER POWER SOLUTIONS, INC.
Dated: June 20, 2011	By:	/s/ Andrew Minkow
		Name: Andrew Minkow
		Title: Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation.
3.2	Certificate of Correction to Certificate of Amendment to Certificate of Incorporation.

 

4

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PIONEER POWER SOLUTIONS, INC.

Pioneer Power Solutions, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable and recommended for approval by the stockholders of the Corporation.

Immediately upon the effectiveness of this amendment to the Corporation’s Certificate of Incorporation (the “Effective Time”), each five (5) issued and outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, shall be converted into one (1) share of the Corporation’s Common Stock, par value $0.001 per share, as constituted following the Effective Time.

The Certificate of Incorporation of the Corporation is hereby amended by deleting subsection (A) of ARTICLE FOURTH thereof in its entirety and inserting the following in lieu thereof:

“A.  Classes and Numbers of Shares.  Following the Reverse Stock Split (as defined below), the total number of shares of stock that the Corporation shall have authority to issue is thirty-five million (35,000,000).  The classes and aggregate number of shares of each class that the Corporation shall have authority to issue are as follows:

1. Thirty million (30,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”); and

2. Five million (5,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

Effective as of 5:00 pm, New York time, on June 22, 2011 (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified as and converted (without any further act) into 1/5 of a fully paid and nonassessable share of common stock, $0.001 par value per share, of the Corporation (the “New Common Stock”) without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation (the “Reverse Stock Split”), provided that no fractional shares shall be issued to any registered holder Common Stock immediately prior to the Effective Time, and that instead of issuing such fractional shares to such holders, such fractional shares shall be rounded up to the next even number of shares of Common Stock issued as a result of this Reverse Stock Split at no cost to the stockholder.  Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by 1/5.”

The foregoing amendment was duly adopted in accordance with the provisions of Section 242 and 228 (by the written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Pioneer Power Solutions, Inc. has caused this Certificate to be executed by its duly authorized officer on this 14th day of June, 2011.

PIONEER POWER SOLUTIONS, INC.
By:	/s/ Andrew Minkow
	Name: Andrew Minkow
	Title: Chief Financial Officer

EX-3.2

EXHIBIT 3.2

CERTIFICATE OF CORRECTION

OF

CERTIFICATE OF AMENDMENT

OF

PIONEER POWER SOLUTIONS, INC.

Pioneer Power Solutions, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. The name of the Corporation is Pioneer Power Solutions, Inc.

2. That a Certificate of Amendment was filed by the Secretary of State of Delaware on June 14, 2011 (the “Certificate of Amendment”) and that the Certificate of Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of the Certificate of Amendment is:

That the Effective Time was incorrectly stated to be 5:00 pm, New York time, on June 22, 2011 rather than 5:00 pm, New York time, on June 20, 2011.

4. The Certificate of Amendment is hereby corrected by deleting Paragraph 3 in its entirety and inserting the following in lieu thereof:

“The Certificate of Incorporation of the Corporation is hereby amended by deleting subsection (A) of ARTICLE FOURTH thereof in its entirety and inserting the following in lieu thereof:

‘A.  Classes and Numbers of Shares.  Following the Reverse Stock Split (as defined below), the total number of shares of stock that the Corporation shall have authority to issue is thirty-five million (35,000,000).  The classes and aggregate number of shares of each class that the Corporation shall have authority to issue are as follows:

1. Thirty million (30,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”); and

2. Five million (5,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

Effective as of 5:00 pm, New York time, on June 20, 2011 (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified as and converted (without any further act) into 1/5 of a fully paid and nonassessable share of common stock, $0.001 par value per share, of the Corporation (the “New Common Stock”) without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation (the “Reverse Stock Split”), provided that no fractional shares shall be issued to any registered holder Common Stock immediately prior to the Effective Time, and that instead of issuing such fractional shares to such holders, such fractional shares shall be rounded up to the next even number of shares of Common Stock issued as a result of this Reverse Stock Split at no cost to the stockholder.  Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by 1/5.’”

IN WITNESS WHEREOF, Pioneer Power Solutions, Inc. has caused this Certificate to be executed by its duly authorized officer on this 16th day of June, 2011.

PIONEER POWER SOLUTIONS, INC.
By:	/s/ Andrew Minkow
	Name: Andrew Minkow
	Title: Chief Financial Officer