================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JULY 22, 2005 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) TRANSPRO, INC. (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 (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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On July 28, 2005, Proliance International, Inc. ("Proliance")(formerly known as Transpro, Inc.) filed a Current Report on Form 8-K pertaining to the merger pusuant to which Modine Aftermarket Holdings, Inc. ("Modine Aftermarket"), a former subsidiary of Modine Manufacturing Company, merged into Proliance. In response to Item 9.01 of such Form 8-K, Proliance stated that it would file certain financial information pursuant to Item 9.01 within 71 calendar days after the date on which such 8-K was required to be filed. This Amendment is filed to provide such financial information. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. The financial statements of the Aftermarket Business of Modine Manufacturing Company for the years ended March 31, 2005, 2004 and 2003 are attached to this report as Exhibit 99.2. (b) Pro Forma Financial Information. The unaudited pro forma combined Statements of Operations for the year ended December 31, 2004 and the three months ended March 31, 2005 are attached to this report as Exhibit 99.3. The unaudited pro forma combined Balance Sheet as of March 31, 2005 is also attached to this report as Exhibit 99.3. (c) Exhibits - The following exhibits are furnished, as part of this report: 3.1* Amended and Restated Certificate of Incorporation of Proliance International, Inc. 3.2* Amended and Restated Bylaws of Proliance International, Inc. 10.1* License Agreement between Proliance International, Inc. (as successor to Modine Aftermarket Holdings, Inc.) and Modine Manufacturing Company 10.2* Form of Director and Officer Indemnification Agreement 10.3* Proliance International, Inc. Equity Incentive Plan 10.4* Twelfth Amendment to Loan and Security Agreement 23.1 Consent of PricewaterhouseCoopers LLP 99.1* Press Release dated July 25, 2005 99.2 Modine Aftermarket financial statements for the years ended March 31, 2005 2004 and 2003 99.3 Unaudited Pro forma Combined Financial Information * Previously filed with the Securities and Exchange Commission as an Exhibit to Proliance's Current Report on Form 8-K filed on July 28, 2005 and incorporated herein by reference. 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 thereunto duly authorized. PROLIANCE INTERNATIONAL, INC. Date: September 6, 2005 By: /s/ Richard A. Wisot -------------------------------------- Richard A. Wisot Vice President, Treasurer, Secretary, and Chief Financial Officer 3