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): ~~July~~August 2413, 2009

PROLIANCE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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


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

100 Gando Drive New Haven, Connecticut (Address of principal executive offices) 06513 (Zip Code)


100 Gando Drive
New Haven, Connecticut		06513
(Address of principal executive offices)		(Zip Code)

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

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~~seeGeneral 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.

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

OnAlso on July 242, 2009, ~~the~~Proliance ~~Bankruptcy~~and ~~Court~~certain ~~entered~~of ~~a final order permitting~~ the other Debtors ~~to use~~(collectively, “Sellers”) ~~subject~~entered tointo ~~substantially~~an ~~similar~~acquisition ~~limitations~~agreement aswith inCentrum ~~the~~Equities ~~previously reported interim order~~XV, ~~their operating~~LLC ~~revenues~~(“Buyer”) toproviding ~~pay~~for ~~employees, vendors and other obligations in order to enable~~ the sale ~~Debtors~~ to ~~operate their~~Buyer ~~businesses without disruption through the closing~~ of ~~the sale of~~ substantially all of Proliance’s North American assets (as ~~provided~~previously inamended, the “Acquisition Agreement ~~among Proliance, certain of the other Debtors and Centrum Equities XV, LLC (“Buyer~~”).

On ~~July~~August 2413, 2009, ~~the~~Sellers ~~Bankruptcy~~and ~~Court~~Buyer ~~also~~ entered aninto ~~order~~a ~~approving~~second ~~the~~amendment ~~final~~to ~~bid procedures for~~ the ~~solicitation~~Acquisition Agreement ~~of higher or otherwise better offers for~~ (the ~~North~~“Second ~~American~~Amendment”) ~~assets sale transaction pursuant~~ to, anamong ~~auction~~other ~~process~~things, toprovide befor ~~conducted~~a ~~under~~fixed ~~the~~purchase ~~supervision~~price of ~~the~~ ~~Bankruptcy Court~~$15. ~~Under the bid procedures order~~0 million, ~~the~~subject ~~current deadline for alternative bidders~~ to ~~submit~~ ~~bids~~adjustment isbased ~~August 10,~~only ~~2009,~~on the ~~auction~~Sellers’ ~~(if~~level ~~necessary)~~of iscash ~~currently~~collections ~~scheduled~~from customers for ~~August 12, 2009, and~~ the ~~sale~~week ~~hearing~~beginning ~~is currently scheduled for~~ August 1310, 2009. The ~~bid~~purchase ~~procedures~~price ~~order authorizes~~will ~~Debtors~~not tootherwise ~~pay to Buyer a breakup fee equal to $645,000, plus reimbursement of up to~~be ~~$137~~adjusted,~~500~~ ofincluding ~~Buyer’s~~based ~~reasonable~~on ~~expenses,~~inventory ~~upon~~or ~~the~~accounts ~~consummation~~receivables oflevels aas ~~competing~~was ~~transaction~~previously ~~with another bidder~~reported. The ~~Sellers~~Second ~~and~~Amendment ~~Buyer~~is ~~have~~incorporated ~~entered~~herein ~~into~~by anreference ~~amendment~~and ~~to the acquisition agreement to reflect the foregoing, a copy of which~~ is ~~filed~~attached as Exhibit 2.1 to this report.

A sale hearing concerning the approval of the acquisition of the North American assets by Buyer was held before the Bankruptcy Court on August 13, 2009. At the hearing, the Bankruptcy Court entered a final order approving the sale on the terms set forth in the Acquisition Agreement, as amended.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 above is incorporated herein by reference to this Item 2.01. The sale of the North American assets to Buyer was consummated under the provisions of Section 363 of the Bankruptcy Code on August 14, 2009, following the bidding process approved by the Bankruptcy Court.

Proliance is continuing the separate process of marketing its Nederlandse Radiateuren Fabriek B.V. subsidiary in Europe. As previously disclosed, Proliance expects there will be no recovery to its common stockholders upon completion of the bankruptcy process.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

2.1 Letter agreement, dated as of ~~July~~August 2413, 2009, among Proliance International Inc., Aftermarket LLC, Proliance International Holding Corporation and Centrum Equities XV, LLC.

SIGNATURE

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.
By:	/s/ Arlen F. Henock
	Name:	Arlen F. Henock
	Title:	Executive Vice President and Chief Financial Officer

Date: ~~July~~August 2718, 2009

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