UNITED STATESTable of Contents

~~SECURITIES~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~_________________~~FORM 8-K

~~FORM~~CURRENT REPORT ~~8-K~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): April 16, 2010

~~Pursuant to~~PECO ~~Section~~II, ~~13 or 15(d)~~Inc.

(Exact name of ~~the Securities~~registrant ~~Exchange~~as ~~Act~~specified ofin ~~1934~~its charter)

Date of Report (Date of earliest event reported): March 24, 2010


Ohio	000-31283	34-1605456

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

PECO II, Inc.


1376 State Route 598, Galion, Ohio		44833

(Address of principal executive offices)		(Zip Code)

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified~~code: ~~in its charter~~(419) 468-7600

Ohio		000-31283		34-1605456
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

N/A

1376 State Route 598, Galion, Ohio		44833
(Address of principal executive offices)		(Zip Code)

(Former Name or Former Address, if Changed Since Last Report)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below if the Form 8-K filing is intended to simultaneously satisfy ~~code:~~ the filing obligation of the registrant under any of the following provisions (~~419)~~see ~~468-7600~~General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~Name~~CFR or230.425) ~~Former~~o ~~Address,~~Soliciting ifmaterial ~~Changed~~pursuant ~~Since Last~~to ~~Report~~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))

~~Check~~TABLE ~~the appropriate~~OF ~~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):~~CONTENTS

~~o Written communications~~Item ~~pursuant~~2.01 Completion of Acquisition or Disposition of Assets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule ~~425~~or ~~under~~Standard; ~~the~~Transfer ~~Securities~~of ~~Act~~Listing ~~(17~~Item ~~CFR 230~~5.~~425)~~01 Change in Control of Registrant Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 5.07 Submission of Matters to a Vote of Security Holders Item 9.01 Financial Statements and Exhibits SIGNATURE Exhibit Index EX-99.1

o SolicitingTable material pursuantof to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Contents

oItem ~~Pre-commencement communications pursuant to Rule 14d-~~2~~(b)~~.01 ~~under~~Completion ~~the~~of ~~Exchange~~Acquisition ~~Act~~or ~~(17~~Disposition ~~CFR 240~~of Assets.~~14d-2(b))~~

o As previously disclosed, on February ~~Pre-commencement~~18, 2010, PECO II, Inc. entered into an Agreement and ~~communications~~Plan ~~pursuant~~of toMerger ~~Rule~~(the ~~13e-4~~“Merger Agreement”) with Lineage Power Holdings, Inc. (c“Lineage”), ~~under~~a ~~the~~Delaware corporation, ~~Exchange~~and ~~Act~~Lineage Power Ohio Merger Sub, Inc. (17“Merger ~~CFR~~Sub”), a wholly owned subsidiary of ~~240~~Lineage.~~13e-4~~ On April 16, 2010, the Company completed its merger with Merger Sub, with the Company surviving the merger and becoming a wholly owned subsidiary of Lineage. Pursuant to the terms of the Merger Agreement, each share of common stock of the Company (cother than shares held by the parties to the merger)) was cancelled and converted into the right to receive $5.86 per share, without interest, and the Company’s employee stock purchase program was cancelled and each outstanding share issued thereunder converted into the right to receive $5.86 per share. On April 16, 2010, Lineage issued a press release announcing the consummation of the merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2 3.~~02. Results~~01 Notice of ~~Operations~~ ~~and~~Delisting ~~Financial~~or ~~Condition~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On Following ~~March 24,~~completion ~~2010,~~of ~~PECO~~the IImerger, ~~Inc.~~the ~~issued~~Company anotified ~~press~~Nasdaq ~~release~~Capital ~~relating~~Market to(“Nasdaq”) and requested that Nasdaq (i) suspend trading in the Company’s common stock and (ii) file with the Securities and Exchange Commission (“SEC”) ~~earnings~~an ~~for~~application on Form 25 to report that the ~~fourth~~Company’s ~~quarter~~common ~~and~~stock ~~year~~is ~~ended~~no ~~December~~longer ~~31,~~listed ~~2009~~on Nasdaq. A ~~copy~~As ofa result, the ~~press~~Company’s ~~release~~common isstock ~~furnished~~will asno ~~Exhibit~~longer 99be listed on Nasdaq.1 The Company also intends to ~~this~~file with the SEC a certification on Form 15 ~~8-K~~under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting that its common stock be deregistered and isthat its ~~incorporated~~reporting ~~into~~obligations ~~Item~~under ~~2.02~~Sections 13 and 15(d) of ~~this~~the ~~Form~~Exchange ~~8-K~~Act bybe ~~reference~~suspended.

~~The information contained in~~ Item 2 5.0201 ofChange this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in ~~any~~Control ~~filing under the Securities Act~~ of ~~1933, except as shall be~~Registrant ~~expressly set forth by specific reference to such filing.~~

The information ~~contained~~set inforth above under Item 2.01 of this Form 8-K ~~contains~~is ~~forward-looking~~incorporated ~~statements, including~~herein ~~certain statements regarding intent, beliefs, expectations,~~by ~~projections,~~reference. ~~forecasts~~The ~~and~~aggregate ~~plans,~~consideration ~~which~~paid ~~are~~in ~~subject~~respect ~~to numerous assumptions, risks, and uncertainties. A number~~ of ~~factors described from time to time in~~ the Company’s ~~periodic~~common ~~filings~~stock ~~with the Securities and Exchange~~was ~~Commission~~approximately ~~could cause actual conditions~~$16, ~~events~~757, ~~or results to differ significantly from those described in the forward-looking statements~~977. ~~All~~ ~~forward-looking statements included in this Form 8-K are based on information available at the time of the report.~~ The ~~Company~~ ~~assumes~~aggregate noconsideration ~~obligation~~was tofunded ~~update~~by ~~any forward-looking statement~~Lineage.

Item 9 5.~~01. Financial Statements~~02 ~~and~~Departure ~~Exhibits.~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Following consummation of the merger, each of Craig A. Witsoe, Lloyd R. Sorenson, and Trenton D. Waterhouse became members of the Board of Directors (dthe “Board”) ~~Exhibits~~ of the Company. The following individuals ceased to be members of the Board: John G. Heindel, Matthew P. Smith, R. Louis Schneeberger, James L. Green, Gerard B. Moersdorf, Jr., E. Richard Hottenroth, Thomas R. Thomsen, and Richard W. Orchard. Additionally, Mr. Heindel resigned as an officer of the Company, and Craig A. Witsoe was appointed Chief Executive Officer of the Company and Lloyd R. Sorenson was appointed Chief Financial Officer and Treasurer of the Company.

	Exhibit No.	Description
	99.1	Press Release, dated March 24, 2010.

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

~~Pursuant~~ In toconnection with the ~~requirements~~consummation of the ~~Securities~~ ~~Exchange~~merger, ~~Act~~the Company’s articles of ~~1934,~~incorporation were ~~the~~amended ~~registrant~~so ~~has~~that ~~duly~~they ~~caused~~read ~~this~~substantially ~~report~~in the form agreed to be ~~signed~~pursuant onto ~~its~~the ~~behalf~~Merger Agreement, byand the ~~undersigned~~code ~~hereunto~~of ~~duly~~regulations of Merger Sub as in effect immediately prior to the merger ~~authorized~~became the code of regulations of the Company.

	PECO II, Inc.
Date: March 24, 2010	By:	/s/ JOHN G. HEINDEL
		Name: John G. Heindel
		Title: Chairman, President, Chief Executive Officer, Chief Financial Officer and Treasurer

Item 5.07 Submission of Matters to a Vote of Security Holders.

~~EXHIBIT~~A ~~INDEX~~special meeting of shareholders of the Company was held on April 15, 2010. The meeting was held in order to vote upon the following proposals set forth in the Company’s definitive proxy statement, filed with the SEC on March 18, 2010: (i) to adopt the Merger Agreement and the merger and (ii) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there were not sufficient votes at the time of the special meeting to adopt the Merger Agreement and the merger. The proposals were approved by the holders of a majority of the Company’s common stock. Results of the voting were as follows:

Exhibit No.		Description
99.1		Press Release, dated March 24, 2010.

Proposal 1: Adoption of the Merger Agreement and the Merger


For	Against	Abstain	Broker Non-Votes
2,361,261	22,601	20	0

Proposal 2: Adjourn the Special Meeting


For	Against	Abstain	Broker Non-Votes
2,374,708	9,154	20	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release issued April 16, 2010.

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.


	PECO II, Inc.
Date: April 16, 2010	By:	/s/ Craig A. Witsoe
		Chief Executive Officer

Exhibit Index


Exhibit No.		Description

99.1		Press Release issued April 16, 2010.

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