8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 30, 2009

PROLIANCE INTERNATIONAL, INC.

(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction
of incorporation) 1-13894
(Commission File Number) 34-1807383
(I.R.S. Employer
Identification No.)

100 Gando Drive, New Haven, Connecticut 06513
(Address of principal executive offices, including zip code)

(203) 401-6450
(Registrant’s telephone number, including area code)

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):

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On December 30, 2009, Proliance International, Inc., a Delaware corporation (the “Company”), through its wholly-owned subsidiary Aftermarket Delaware Corporation (the “Seller”) entered into a Sale and Purchase Agreement (the “Agreement”) with its subsidiary Nederlandse Radiateuren Fabriek B.V. (“NRF”), MC Radiator B.V.i.o. (the “Buyer”) and Mentha Capital Vintage Year II B.V. with respect to the sale of the outstanding capital stock of NRF to the Buyer, subject to the competitive bidding process described below. The purchase price for the stock as set forth in the Agreement is Euro 13.5 million. In connection with the Agreement, Buyer has agreed to deposit Euro 1.0 million into escrow to support its obligations under the Agreement.

     On July 2, 2009, the Company and certain of its United States subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court of the District of Delaware (the “Bankruptcy Court”). The cases are being jointly administered as In re: Proliance International, Inc., Case No. 09-12278.

     The Agreement and the transactions contemplated by the Agreement will be subject to the provisions of Section 363 of the Bankruptcy Code and approval by the Bankruptcy Court. Buyer entered into the Agreement as a “stalking horse” bidder, and its purchase of the capital stock of NRF under the Agreement is subject to Seller’s solicitation of higher or otherwise better offers pursuant to specified bidding procedures and an auction process to be conducted under the supervision of the Bankruptcy Court. The Agreement provides that the Seller will be obligated to pay a break-up fee equal to Euro 500,000, plus reimbursement of up to Euro 100,000 of Buyer’s reasonable expenses, in certain circumstances, including the consummation of a competing transaction with another bidder.

     The closing under the Agreement is subject to a number of conditions, including the entry of the bid procedures order by the Bankruptcy Court providing for the auction process and the approval of the breakup fee and expense reimbursement described above, the entry of a sale order by the Bankruptcy Court authorizing the completion of the transaction with Buyer, the release of liens held by Proliance’s senior lender and other customary conditions.

     The Agreement may be terminated by either party if the transaction has not been completed by 120 days after the execution of the Agreement, if Sellers enter into an agreement with respect to a competing transaction or if the Bankruptcy Court enters an order approving a competing transaction. The Agreement will also be terminated automatically if Sellers complete a competing transaction with another party, as well as by Buyer or Sellers in other customary circumstances.

     The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed with the Bankruptcy Court, and may be viewed at www.pliinfo.com.

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Item 8.01. OTHER EVENTS

     On January 4, 2010, the Company issued a press release relating to the matters described in this report. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

     The following exhibit is attached to this Current Report on Form 8-K:

99.1 Press Release dated January 4, 2010

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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.

	PROLIANCE INTERNATIONAL, INC.
Date: January 5, 2010	By:	/s/ Richard A. Wisot
		Richard A. Wisot
		Vice President, Treasurer and Secretary

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EX-99.1

Exhibit 99.1

	Contact:	TM Capital Corp.
		Jerome S. Romano
		781-320-3200 ext 219
		jromano@tmcapital.com
FOR IMMEDIATE RELEASE
		Holland Corporate Finance
		Fokko L.E. Poldervaart
		+31-204-161-303
		fpoldervaart@hcfinance.nl

Proliance Announces Agreement to Sell its Nederlandse
Radiateuren Fabriek B.V. Subsidiary to Mentha Capital

Agreement Subject to Competitive Bidding Procedures

     New Haven, CT — January 4, 2010 — Proliance International, Inc. (OTC: PLNTQ) today announced the execution of a definitive agreement for the sale of 100% of the stock of its Nederlandse Radiateuren Fabriek B.V. (“NRF”) subsidiary to Mentha Capital for approximately €13.5 million in cash.

     Established in 1927, NRF is a leading European aftermarket manufacturer and distributor of automotive, industrial and railway heat transfer products with a manufacturing and distribution presence in almost every Western European country.

     The sale agreement is subject to higher or otherwise better offers pursuant to specified bidding procedures and an auction process to be conducted under the supervision of the U.S. Bankruptcy Court, District of Delaware, under Section 363 of the U.S. Bankruptcy Code. TM Capital Corp. and Holland Corporate Finance are acting as exclusive advisors with respect to the sale process and will collect bid submissions on the

Company’s behalf. Information requests should be forwarded to Jerome S. Romano of TM Capital at 100 Lowder Brook Drive, Suite 1400, Westwood, MA 02090.

     Proliance and certain of its United States subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the District of Delaware in Wilmington on July 2, 2009. Proliance expects that there will be no recovery to common stockholders upon completion of the bankruptcy process, as NRF represents its sole remaining material asset.

     For access to certain court documents and other information about Proliance’s Chapter 11 case, visit www.pliinfo.com.

     Forward Looking Statements

     Statements included in this press release, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements relating to the future financial performance or liquidity of Proliance and/or its subsidiaries are subject to the effects of the chapter 11 filings, business conditions and growth in the general economy and automotive and truck business, the impact of competitive products and pricing, changes in customer product mix, failure to obtain new customers or retain old customers or changes in the financial stability of customers, changes in the cost of raw materials, components or finished products, the discretionary actions of its suppliers and lenders, and changes in interest rates. Such statements are based upon the current beliefs and expectations of Proliance management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. When used in this press release, the terms “anticipate,” “believe,” “efforts,” “estimate,” “expect,” “goal,” “may,” “objective,” “plan,” “possible,” “potential,” “project,” “proposal,” “pursue,” “will” and similar expressions identify forward-looking statements.

     Additional factors that could cause Proliance’s results to differ materially from those described in the forward-looking statements include the effects of the financial crisis and turmoil in the capital markets, developments in the chapter 11 cases, the global recession and other factors identified in Proliance’s 2008 Annual Report on Form 10-K and Proliance’s other subsequent filings with the SEC. The forward-looking statements contained in this press release are made as of the date hereof, and Proliance does not undertake any obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise.

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