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): ~~September~~February 2113, ~~2012~~2013

Commission File Number	Exact name of registrant as specified in its charter, Principal Office Address ~~andTelephone~~and Telephone Number	State ~~ofIncorporation~~of Incorporation	I.R.S. ~~EmployerIdentification~~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 ~~communication~~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))

SECTION 51 – ~~Corporate~~REGISTRANT’S ~~Governance~~BUSINESS ~~and~~AND ~~Management~~OPERATIONS

Item 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~Effective September~~On February 2113, ~~2012~~2013, ~~David~~Stanadyne P.Corporation ~~Galuska, age 56, was appointed Chief Operating Officer~~ (“~~COO~~Stanadyne”) ~~of Stanadyne~~and ~~Corporation~~Jefferies Finance LLC (“~~Stanadyne~~Jefferies”). ~~Mr. Galuska~~entered ~~will~~into bea ~~responsible~~Second-Lien ~~for~~Term ~~Stanadyne’s~~Loan ~~global~~Agreement ~~operations~~(the in“Term ~~the~~Loan ~~United~~Agreement”) ~~States,~~providing ~~China,~~for ~~India~~a ~~and~~term ~~Italy.~~loan ~~Since~~in ~~2009,~~an ~~Mr. Galuska~~aggregate original ~~served~~principal asamount ~~Senior~~of ~~Vice~~$25 ~~President,~~million ~~Module~~(with ~~Centers~~potential ~~and Operations~~incremental ~~for~~term ~~Pratt &~~loans ~~Whitney,~~up ato ~~division~~an ofadditional ~~United~~$15 ~~Technologies~~million ~~Corporation~~in ~~(“UTC”~~aggregate). ~~Pratt~~ &The ~~Whitney~~term loan is aguaranteed ~~world~~by ~~leader~~Stanadyne’s inimmediate ~~the design~~parent, ~~manufacture~~Stanadyne ~~and~~Intermediate ~~service~~Holding ofCorp. ~~aircraft engines, space propulsion systems~~ and ~~industrial gas turbines. UTC~~ is secured by a ~~diversified~~second-lien ~~company~~position ~~providing~~in ~~high~~certain ~~technology~~tangible ~~products~~ and ~~services~~intangible toassets ~~the~~of ~~global~~Stanadyne, ~~aerospace~~including ~~and~~property, ~~commercial~~plant ~~building~~and ~~industries. Previously~~equipment, hefixed ~~served~~assets, ~~as Vice President~~copyrights, ~~Operations~~trademarks ~~for~~and ~~Hamilton~~patents. Covenants ~~Sundstrand~~include ~~from~~restrictions ~~2005~~on ~~to 2009~~pre-payments, ~~as well~~restrictions ~~as Vice President~~on dividends, ~~Operations from 2004 to 2005~~ and ~~Vice~~limitations ~~President,~~on ~~Precision~~sales ~~Manufacturing~~of ~~from~~assets ~~2001~~and tosale ~~2004~~and ~~for~~leaseback ~~Sikorsky Aircraft, both divisions of UTC~~transactions. ~~Mr. Galuska~~The ~~began~~term ~~his~~loan ~~tenure~~bears ~~with~~interest ~~UTC~~ at ~~Hamilton~~10.0% per ~~Standard~~annum ~~(now~~and ~~known~~matures ason ~~Hamilton Sundstrand)~~June 30, ~~where~~2014. heInterest ~~held~~only ~~positions~~is ofpayable ~~increasing responsibility over a span of 22 years~~quarterly. ~~Mr. Galuska~~Prepayment ~~has~~may anbe ~~M.B.A.~~required ~~from~~upon ~~Western~~sales ~~New~~of assets ~~England~~or ~~College and~~ a ~~B.A.~~change ~~in Marketing from the University~~ of ~~Connecticut~~control.

~~Mr. Galuska~~Concurrent iswith anthe ~~at-will~~Term ~~employee~~Loan Agreement, on February 13, 2013, Stanadyne and ~~does~~Wells ~~not~~Fargo ~~have~~Capital anFinance, LLC ~~employment~~(“Wells ~~agreement~~Fargo”) ~~with~~entered ~~Stanadyne.~~into ~~The~~a ~~written~~Fifth Amendment to Credit Agreement (the “Fifth Credit Amendment”) and ~~unwritten~~a ~~arrangements~~Fifth ~~under~~Amendment ~~which~~to EXIM Guarantied Credit Agreement (the “Fifth EXIM Amendment”). The Fifth Credit MrAmendment increased the maximum revolver amount by $5 million, increasing the total commitment to $60.8 million. ~~Galuska~~The isFifth ~~compensated~~Credit ~~include:~~Amendment also increased interest rates based on levels of Availability (as defined by the Credit Agreement), and modified certain clauses within the inventory sub-facility to add an inventory block and within the accounts receivable sub-facility to increase the revolving line limit and to update the allowable customer concentration limits.

-The apurpose ~~base~~of ~~salary,~~the ~~reviewed~~Fifth ~~each~~EXIM ~~year~~Amendment bywas ~~the~~to ~~Compensation~~incorporate ~~Committee (~~the ~~“Committee”)~~modifications ofadded by the ~~Board~~Fifth ofCredit ~~Directors~~Amendment ~~and~~into the ~~Chief~~EXIM ~~Executive~~Guarantied ~~Officer;~~Credit Agreement.

-All aother ~~monthly~~terms ~~allowance~~of ~~for~~the ~~transportation~~credit ~~costs;~~agreements were materially unchanged from the prior agreements.

-Stanadyne anhas ~~annual~~taken ~~allowance~~these ~~for~~actions ~~financial~~in ~~planning,~~order ~~health~~to enhance its available liquidity during the production launch of new high pressure gasoline and ~~wellness~~diesel ~~activities;~~fuel pump products.

-SECTION ~~eligibility~~2 ~~for~~– ~~annual~~FINANCIAL ~~cash~~INFORMATION ~~bonuses under Stanadyne’s Employee Incentive Plan based on the achievement of financial performance measures established annually by Stanadyne;~~

-Item ~~eligibility~~2.03 ~~for~~Creation ~~Stanadyne~~of ~~paid~~a ~~term~~Direct ~~life~~Financial ~~insurance~~Obligation inor an ~~amount~~Obligation upunder toan ~~twice~~Off-Balance ~~his~~Sheet ~~annual~~Arrangement ~~salary;~~of a Registrant

-See ~~eligibility~~disclosure ~~for~~under ~~Stanadyne~~Item 1.01 ~~paid~~of ~~long~~this ~~term~~Current ~~disability~~Report ~~insurance~~on ~~coverage;~~Form ~~and~~8-K.

-SECTION a9 ~~broad-based~~– ~~benefits~~FINANCIAL ~~package~~STATEMENTS ~~offered~~AND toEXHIBITS ~~all employees, including participation in health and welfare programs for medical, dental, life insurance and accidental death and disability.~~

InItem ~~connection with Mr~~9. ~~Galuska’s~~01 ~~appointment~~Financial asStatements ~~COO,~~and Stanadyne will seek approval from the Compensation Committee of Stanadyne Holdings, Inc. for a grant of stock options. Stanadyne anticipates that any stock options granted to Mr. Galuska will be under the terms of the Stanadyne Holdings, Inc. 2004 Equity Incentive Plan. Exhibits

~~Mr. Galuska does not have any family relationships requiring disclosure under Item 401~~(d) ~~of Regulation S-K nor does he have any interests requiring disclosure under Item 404(a) of Regulation S-K.~~ Exhibits


4.1.1		Second-Lien Term Loan Agreement dated as of February 13, 2013 by and among Stanadyne Corporation, as the borrower, the Persons party hereto that are designated as Guarantors, Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and the Lenders from time to time.

4.1.2		Second Lien Security Agreement dated as of February 13, 2013 made by Stanadyne Corporation, Stanadyne Intermediate Holding Corp., and Jefferies Finance LLC, in its capacity as collateral agent for the benefit of the Secured Parties.

4.1.3		Copyright Security Agreement dated as of February 13, 2013 among the Pledgor and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement.

4.1.4		Trademark Security Agreement dated as of February 13, 2013 among the Pledgor and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement.

4.1.5		Patent Security Agreement dated as of February 13, 2013 among the Pledgor and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement.

4.2		Intercreditor Agreement dated as of February 13, 2013 entered into by and among Wells Fargo Capital Finance, LLC, in its capacity as administrative agent for the First Lien Claimholders, and Jefferies Finance LLC, in its capacity as collateral agent for the Second Lien Claimholders.

4.3		Fifth Amendment to Credit Agreement dated as of February 13, 2013 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.

4.4		Fifth Amendment to EXIM Credit Agreement dated as of February 13, 2013 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.

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.~~	Stanadyne Holdings, Inc.
	~~(Registrant)~~	(Registrant)
Date: September 26, 2012	/s/ Stephen S. Langin
Date: February 19, 2013		By:	/s/ STEPHEN S. LANGIN
	~~Stephen S. Langin~~	Stephen S. Langin
	~~Chief Financial Officer~~	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)
Date: September 26, 2012		/s/ Stephen S. Langin
		Stephen S. Langin
		Vice President and
		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)

Date: February 19, 2013	By:	/s/ STEPHEN S. LANGIN
	Stephen S. Langin
	Vice President and
	Chief Financial Officer

EXHIBIT INDEX


EXHIBIT		DESCRIPTION

4.1.1		Second-Lien Term Loan Agreement dated as of February 13, 2013 by and among Stanadyne Corporation, as the borrower, the Persons party hereto that are designated as Guarantors, Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and the Lenders from time to time.

4.1.2		Second Lien Security Agreement dated as of February 13, 2013 made by Stanadyne Corporation, Stanadyne Intermediate Holding Corp., and Jefferies Finance LLC, in its capacity as collateral agent for the benefit of the Secured Parties.

4.1.3		Copyright Security Agreement dated as of February 13, 2013 among the Pledgor and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement.

4.1.4		Trademark Security Agreement dated as of February 13, 2013 among the Pledgor and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement.

4.1.5		Patent Security Agreement dated as of February 13, 2013 among the Pledgor and Jefferies Finance LLC, in its capacity as Collateral Agent pursuant to the Second Lien Term Loan Agreement.

4.2		Intercreditor Agreement dated as of February 13, 2013 entered into by and among Wells Fargo Capital Finance, LLC, in its capacity as administrative agent for the First Lien Claimholders, and Jefferies Finance LLC, in its capacity as collateral agent for the Second Lien Claimholders.

4.3		Fifth Amendment to Credit Agreement dated as of February 13, 2013 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.

4.4		Fifth Amendment to EXIM Credit Agreement dated as of February 13, 2013 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.

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