UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or 15(d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~August 13,~~Act ~~2009~~of 1934

Date of Report (Date of earliest event reported): December 30, 2009

PROLIANCE INTERNATIONAL, INC.

(Exact name of registrant as specified in ~~its~~ charter)

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


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

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


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~~: (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 (~~seeGeneral~~see General 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~~ENTRY ~~into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement.~~AGREEMENT

AsOn ~~previously reported, on July~~December 230, 2009, Proliance International, Inc., a Delaware corporation (the “~~Proliance~~Company”), through ~~and~~ its ~~United~~ ~~States~~wholly-owned ~~subsidiaries~~subsidiary Aftermarket Delaware Corporation (~~together~~the ~~with~~“Seller”) ~~Proliance,~~entered into a Sale and Purchase Agreement (the “~~Debtors~~Agreement”) ~~filed~~with ~~voluntary~~its ~~petitions~~subsidiary ~~for~~Nederlandse Radiateuren Fabriek ~~reorganization~~B.V. ~~under~~(“NRF”), ~~chapter~~MC 11Radiator ofB.V.i.o. (the U“Buyer”) and Mentha Capital Vintage Year II B.SV. ~~Bankruptcy~~with respect ~~Code~~to inthe sale of the ~~United~~outstanding ~~States~~capital ~~Bankruptcy~~stock ~~Court for~~of NRF to the ~~District~~Buyer, ofsubject ~~Delaware~~to (the competitive ~~“Bankruptcy~~bidding ~~Court”)~~process described below. The ~~cases~~purchase ~~are~~price ~~being~~for ~~jointly~~the ~~administered~~stock as set forth in the Agreement is Euro 13.5 million. In ~~re:~~connection ~~Proliance~~with ~~International,~~the ~~Inc.~~Agreement, ~~Case~~Buyer Nohas agreed to deposit Euro 1.0 ~~09-12278~~million ~~(the~~into ~~“Bankruptcy~~escrow ~~Case”)~~to support its obligations under the Agreement.

~~Also~~On on July 2, 2009, ~~Proliance~~the Company and certain of ~~the~~its ~~other~~United ~~Debtors~~States subsidiaries (~~collectively~~together with the Company, the “~~Sellers~~Debtors”) ~~entered~~ ~~into~~filed anvoluntary ~~acquisition~~petitions ~~agreement~~for ~~with~~reorganization ~~Centrum~~under ~~Equities~~Chapter 11 ~~XV,~~of ~~LLC~~the U.S. Bankruptcy Code (the “~~Buyer~~Bankruptcy Code”) ~~providing~~in ~~for~~ the ~~sale~~ toUnited ~~Buyer~~States Bankruptcy Court of ~~substantially~~the ~~all~~District of Delaware ~~Proliance’s~~(the ~~North~~“Bankruptcy ~~American~~Court”). ~~assets~~The (cases are being jointly administered as ~~previously~~In ~~amended,~~re: ~~the~~Proliance ~~“Acquisition~~International, ~~Agreement”)~~Inc., Case No. 09-12278.

OnThe ~~August 13,~~Agreement ~~2009,~~and ~~Sellers~~the ~~and~~transactions ~~Buyer~~contemplated ~~entered~~by ~~into~~the aAgreement ~~second~~will ~~amendment~~be subject to the ~~Acquisition~~ ~~Agreement~~provisions (of Section 363 of the ~~“Second~~Bankruptcy ~~Amendment”)~~Code ~~to,~~and ~~among~~approval ~~other~~by ~~things,~~the ~~provide~~Bankruptcy ~~for~~Court. Buyer entered into the Agreement as a ~~fixed~~“stalking horse” bidder, and its purchase ~~price~~of the capital stock of ~~$15.0 million,~~NRF ~~subject~~under tothe ~~adjustment~~Agreement ~~based~~is ~~only~~subject onto ~~the Sellers~~Seller’s ~~level~~solicitation of ~~cash~~higher ~~collections~~or ~~from~~otherwise better offers ~~customers~~pursuant ~~for~~to specified bidding procedures and an auction process to be conducted under the supervision ~~week~~of ~~beginning~~the ~~August 10,~~Bankruptcy ~~2009~~Court. The ~~purchase~~Agreement ~~price~~provides ~~will~~that ~~not~~the ~~otherwise~~Seller will be obligated to ~~adjusted,~~pay ~~including~~a ~~based~~break-up onfee ~~inventory~~equal orto ~~accounts~~Euro ~~receivables~~500,000, ~~levels~~plus asreimbursement ~~was~~of ~~previously~~up ~~reported. The~~to ~~Second~~Euro ~~Amendment~~100,000 isof ~~incorporated~~Buyer’s reasonable ~~herein~~expenses, byin ~~reference~~certain ~~and~~circumstances, isincluding ~~attached~~the asconsummation ~~Exhibit 2.1~~of toa ~~this~~competing ~~report~~transaction with another bidder.

AThe ~~sale~~closing ~~hearing~~under ~~concerning~~ the ~~approval~~Agreement ofis ~~the~~subject ~~acquisition~~to a number of ~~the~~conditions, ~~North~~including ~~American~~the ~~assets~~entry byof ~~Buyer~~the ~~was~~bid ~~held~~procedures ~~before~~order by the Bankruptcy Court onproviding ~~August 13,~~for ~~2009.~~the Atauction process and the ~~hearing~~approval of the breakup fee and expense reimbursement described above, the ~~Bankruptcy Court~~entry ~~entered~~of a ~~final~~sale order ~~approving~~by the Bankruptcy ~~sale~~Court onauthorizing the ~~terms~~completion ~~set~~of ~~forth~~the intransaction with Buyer, the ~~Acquisition~~release ~~Agreement,~~of liens asheld ~~amended~~by Proliance’s senior lender and other customary conditions.

~~Item~~ The Agreement may be terminated by either party if the transaction has not been completed by 120 ~~2.01.~~days ~~Completion~~after the execution of ~~Acquisition~~the Agreement, if Sellers enter into an agreement with respect to a competing transaction or ~~Disposition~~if ofthe ~~Assets~~Bankruptcy Court enters an order approving a competing transaction. The Agreement will also be terminated automatically if Sellers complete a competing transaction with another party, as well as by Buyer or Sellers in other customary circumstances.

The ~~information~~foregoing ~~provided~~description inof ~~Item 1.01~~the ~~above~~Agreement isdoes ~~incorporated~~not ~~herein~~purport ~~by reference~~ to ~~this~~be ~~Item 2.01.~~complete ~~The~~and ~~sale~~is ofqualified ~~the~~in its ~~North~~entirety ~~American~~by ~~assets~~reference to ~~Buyer~~the ~~was~~Agreement, ~~consummated~~a ~~under~~copy ~~the~~of ~~provisions~~which ~~of Section 363~~is offiled with the Bankruptcy ~~Code on August 14~~Court, ~~2009,~~and may ~~following~~be ~~the~~viewed ~~bidding~~at ~~process approved by the Bankruptcy Court~~www.pliinfo.com.

~~Proliance is continuing the separate process of marketing its Nederlandse Radiateuren Fabriek~~2 ~~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 98.01. ~~Financial~~OTHER ~~Statements and Exhibits.~~EVENTS

On January 4, 2010, the Company issued a press release relating to the matters described in this report. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

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

299.1 ~~Letter~~Press ~~agreement,~~Release dated asJanuary ~~of August 13~~4, ~~2009, among Proliance International Inc., Aftermarket LLC, Proliance International Holding Corporation and Centrum Equities XV, LLC.~~2010

~~SIGNATURE~~3

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 hereunto duly authorized.

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


	PROLIANCE INTERNATIONAL, INC.
Date: January 5, 2010	By:	/s/ Richard A. Wisot
		Richard A. Wisot
		Vice President, Treasurer and Secretary

~~Date: August 18, 2009~~4

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