================================================================================ 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): DECEMBER 31, 2006 PROLIANCE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13894 34-1807383 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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): [ ] 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 8.01. OTHER EVENTS Effective December 31, 2006, 148,277 shares of performance restricted stock issued by Proliance International, Inc. under its Equity Incentive Plan on March 2, 2006 were cancelled as the pre-established net income and cash flow targets for 2006 were not achieved. These shares of performance restricted stock included grants to the executive officers of Proliance as follows: Charles E. Johnson - 31,119 shares; Richard A. Wisot - 7,322 shares; David Albert - 20,136 shares; William J. Long - 9,153 shares; Jeffrey L. Jackson - 9,153 shares. .. 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. PROLIANCE INTERNATIONAL, INC. Date: January 4, 2007 By: /s/ Richard A. Wisot -------------------------------------- Richard A. Wisot Vice President, Treasurer, Secretary, and Chief Financial Officer