UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~April 161, ~~2011~~2012

Commission File Number	Exact name of registrant as ~~specifiedin~~specified in its charter, ~~Principal~~PrincipalOffice ~~OfficeAddress~~Address and ~~Telephone Number~~TelephoneNumber	State of Incorporation	I.R.S. Employer Identification No.
333-124154	Stanadyne Holdings, Inc. 92 Deerfield Road Windsor, CT 06095 (860) 525-0821	Delaware	20-1398860
333-45823	Stanadyne Corporation 92 Deerfield Road Windsor, CT 06095 (860) 525-0821	Delaware	22-2940378

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~~communication 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))

SECTION 15—Corporate –Governance ~~REGISTRANT’S~~and ~~BUSINESS~~Management ~~AND OPERATIONS~~

Item 1 5.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

InEffective ~~order~~April 1, to2012, ~~enhance~~James ~~Stanadyne~~W. ~~Corporation’s (“Stanadyne”) liquidity position~~Borzi, onage ~~December 16~~49, ~~2011,~~was ~~Stanadyne~~appointed ~~and~~Chief ~~Wells~~Operating ~~Fargo Capital Finance, LLC~~ Officer (“~~Wells Fargo~~COO”) ~~entered into~~of aStanadyne ~~Third~~Corporation ~~Amendment to Credit Agreement~~ (the “~~Third Credit Amendment~~Company”). ~~and~~Mr. Borzi awill ~~Fourth~~be ~~Amendment~~responsible tofor ~~EXIM~~the ~~Guarantied~~manufacturing ~~Credit~~and ~~Agreement~~supply ~~(the~~chain ~~“Fourth~~operations ~~EXIM~~for ~~Amendment”).~~the ~~The~~Company’s ~~Third~~global ~~Credit~~operations ~~Amendment~~in ~~increased~~ the ~~maximum~~U.S., ~~revolver~~China, ~~amount from~~India ~~$35~~and ~~million~~Italy. toSince ~~$55~~2010, Mr.8 Borzi ~~million~~served byas ~~adding~~Vice aPresident, ~~Maximum~~Worldwide ~~Guaranteed~~Operations ~~Revolver~~for ~~Amount~~Lennox ~~(“Guaranteed~~International ~~Amount”)~~Inc., asa ~~defined~~global byleader in the ~~Credit~~heating, ~~Agreement~~ventilation, ofair ~~$20.8~~conditioning, ~~million. The investment funds (~~and ~~certain~~refrigeration ofmarkets. ~~their~~Previously, ~~investors)~~he ~~which~~served ~~are~~as ~~managed~~Senior byVice ~~Kohlberg Management IV~~President, ~~L.L.C.~~Global ~~that~~Operations for ~~are~~AEES ~~the~~Platinum ~~primary~~Equity ~~equity~~Company ~~holders~~from of2009 ~~Stanadyne~~to ~~Holdings,~~2010 ~~Inc.~~as ~~are~~well ~~the~~as ~~guarantors~~Senior ofVice ~~the~~President ~~Guaranteed~~Operations, ~~Amount.~~Americas ~~Borrowing~~for ~~under~~Alcoa ~~the~~Electrical ~~Guaranteed~~Electronic ~~Amount~~Solutions isfrom ~~limited~~2006 to $02009.5 ~~million~~Prior ~~increments,~~to ~~with~~joining aAlcoa, ~~minimum~~Mr. Borzi ofwas ~~$2.5~~employed ~~million.~~by ~~The~~Delphi ~~Third~~Corporation ~~Credit~~(“Delphi”) ~~Amendment~~and ~~also~~General ~~established~~Motors ~~interest~~Corporation ~~rates~~(“GM”) ~~for~~where ~~the~~he ~~Guaranteed~~held ~~Amount~~positions ~~and~~of ~~detailed~~increasing ~~the~~responsibility ~~order~~over ina ~~which~~span ~~payments~~of ~~are~~21 ~~applied~~years. toMr. Borzi ~~outstanding~~has ~~balances~~a ~~under the various credit facilities~~M.S. ~~Lastly,~~in ~~the~~Manufacturing ~~Third~~Management ~~Credit~~from ~~Amendment~~Kettering ~~changed~~University ~~the~~and ~~expiration~~a ofB.S in ~~the~~Mechanical ~~Credit~~Engineering ~~Agreement to April 30, 2014~~ from ~~August 13,~~Pennsylvania ~~2014~~State University.

~~The~~Mr. Borzi ~~purpose~~is ofan ~~the~~at-will ~~Fourth~~employee ~~EXIM~~and ~~Amendment~~does ~~was~~not tohave ~~incorporate the~~an ~~Guaranteed~~employment ~~Advances~~agreement ~~added~~with byStanadyne ~~the~~Corporation. ~~Third~~The ~~Credit~~written ~~Amendment~~and ~~into~~unwritten ~~the~~arrangements ~~agreement~~under which Mr. Borzi is compensated include:

~~All~~• ~~other~~a ~~terms~~base ofsalary, reviewed each year by the ~~credit~~Compensation ~~agreements~~Committee ~~were~~(the ~~materially unchanged~~“Committee”) ~~from~~of the ~~prior~~Board ~~agreements.~~of Directors and the Chief Executive Officer;

In• connection with the prior amendments to the credit agreements reported on the Current Report on Form 8-K dated September 26, 2011 and filed September 28, 2011, on December 16, 2011 Stanadyne entered into a ~~new~~monthly ~~Export-Import~~allowance ~~Bank~~for oftransportation the United States Working Capital Guarantee Program Borrower Agreement (the “New EXIM Agreement”) to reflect the changes in the prior amendments to the credit agreements, including an increase in the “Maximum Revolver Amount” under the EXIM Guarantied Credit Agreement that is guaranteed by the Export-Import Bank from $10 million to $15 million. Except to reflect such changes, the New EXIM Agreement is materially unchanged from the prior agreement, including the expiration date of August 31, 2013. costs;

~~SECTION~~• 2an –annual ~~FINANCIAL~~allowance ~~INFORMATION~~for financial planning, health and wellness activities;

~~Item~~• ~~2.03~~eligibility ~~Creation~~for ofannual acash ~~Direct~~bonuses ~~Financial~~under ~~Obligation~~the orCompany’s anEmployee ~~Obligation~~Incentive ~~under~~Plan anbased ~~Off-Balance~~on ~~Sheet~~the ~~Arrangement~~achievement of apre-determined ~~Registrant~~financial performance measures established annually by the Committee;

~~See~~• ~~disclosure~~eligibility ~~under~~for ~~Item 1.01~~Company ofpaid ~~this~~term ~~Current~~life ~~Report~~insurance onin ~~Form~~an ~~8-K.~~amount up to twice his annual salary;

~~SECTION~~• 9eligibility –for ~~FINANCIAL~~Company ~~STATEMENTS~~paid ~~AND~~long ~~EXHIBITS~~term disability insurance coverage;

~~Item~~• ~~9.01~~a ~~Financial~~broad-based ~~Statements~~benefits package offered to all employees, including participation in health and ~~Exhibits~~welfare programs for medical, pharmacy, dental, life insurance and accidental death and disability.

~~(d)~~In ~~Exhibits~~connection with Mr. Borzi’s appointment as COO, the Company will seek approval from the Compensation Committee of Stanadyne Holdings, Inc. for a grant of stock options. The Company anticipates that any stock options granted to Mr. Borzi will be under the terms of the Stanadyne Holdings, Inc. 2004 Equity Incentive Plan.

10Mr.1 Borzi ~~Third~~does ~~Amendment~~not tohave ~~Credit~~any ~~Agreement~~relationships ~~dated~~requiring asdisclosure ofunder ~~December~~Item 401(d) ~~16,~~of ~~2011~~Regulation byS-K. Mr. Borzi ~~and~~does ~~among~~not ~~Wells~~have ~~Fargo~~any ~~Capital~~interests ~~Finance,~~requiring ~~LLC,~~disclosure ~~formerly~~under ~~known~~Item 404(a) asof ~~Wells~~Regulation ~~Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp~~S-K., ~~and Stanadyne Corporation.~~

10.2		Fourth Amendment to EXIM Guarantied Credit Agreement dated as of December 16, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.
10.3		Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement entered into by Stanadyne Corporation as of December 16, 2011.

* The registrants agree to furnish the Commission with a copy of any agreement related to the credit agreements and amendments referenced in this Current Report on Form 8-K.

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.

	Stanadyne Holdings, Inc. (Registrant)
		Stanadyne Holdings, Inc.
Date: December 22, 2011	By:	/s/ STEPHEN S. LANGIN
		(Registrant)
Date: April 5, 2012		/s/ Stephen S. Langin
		Stephen S. Langin
		Chief Financial Officer

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.

	Stanadyne Corporation (Registrant)
		Stanadyne Corporation
Date: December 22, 2011	By:	/s/ STEPHEN S. LANGIN
		(Registrant)
Date: April 5, 2012		/s/ Stephen S. Langin
		Stephen S. Langin
		Vice President and
		Vice President and Chief Financial Officer
		Chief Financial Officer

EXHIBIT INDEX

EXHIBIT		DESCRIPTION
10.1		Third Amendment to Credit Agreement dated as of December 16, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.
10.2		Fourth Amendment to EXIM Guarantied Credit Agreement dated as of December 16, 2011 by and among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, as the administrative agent for the Lenders, the Lenders, Stanadyne Intermediate Holding Corp., and Stanadyne Corporation.
10.3		Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement entered into by Stanadyne Corporation as of December 16, 2011.

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