UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities Exchange ofAct ~~Report (Date~~ of ~~earliest~~ ~~event reported): October 18, 2008~~1934

Date of Report (Date of earliest event reported): November 18, 2008

Cherokee International Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-50593	95-4745032
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)	File Number)	Identification No.)
2841 Dow Avenue Tustin, California		92780
2841 Dow Avenue, Tustin, California		92780
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (714) 544-6665

~~N/A~~(Registrant’s Telephone Number, Including Area Code)

~~(Former~~Not ~~Name or Former Address, if Changed Since Last Report)~~applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form 8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~report.~~2. below~~):

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below toif ~~Rule~~the Form ~~425~~8-K filing is intended to simultaneously satisfy the ~~under~~filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

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 27.01 ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure.

~~On October 18, 2008, pursuant to an Agreement for the Sale and Purchase of All of the Issued and Outstanding Shares of~~ Cherokee ~~SPRL~~International ~~dated~~Corporation ~~October 18, 2008~~ (the “~~Purchase Agreement~~Company”), ~~Cherokee~~announced ~~Netherlands~~that IIits ~~BV (the “Seller”)~~stockholders, aat ~~subsidiary of Cherokee International Corporation,~~ a ~~Delaware~~special ~~corporation~~meeting ~~(“Cherokee”),~~held ~~sold~~on ~~all of the issued and outstanding shares of Cherokee Europe SPRL~~November 18, ~~a private limited~~ ~~liability company incorporated under Belgian law~~2008, ~~and~~voted ~~all~~for of the ~~issued~~adoption and ~~outstanding~~ ~~shares~~approval of ~~Cherokee~~the ~~Europe~~merger ~~SCA~~agreement, adated ~~partnership limited by shares~~September 24, ~~incorporated~~2008, ~~under Belgian law (together~~ with ~~Cherokee~~Lineage ~~Europe~~Power ~~SPRL~~Holdings, ~~the “Companies”), to Mr.~~ ~~Eric Brouwers, acting in his own name or in the name of a company in the process of incorporation under Belgian law~~Inc. ~~Mr. Brouwers~~ ~~was~~and ~~the~~Birdie ~~general~~Merger ~~manager of Cherokee’s European operations prior to the sale. Mr.~~Sub, ~~Brouwers~~Inc. ~~paid nominal consideration~~(“Merger ~~for~~Sub”), ~~the~~and ~~shares of~~ the ~~Companies,~~transactions incontemplated ~~exchange for his agreement to purchase such shares without representations or warranties from~~therein, ~~and~~including ~~without recourse to,~~ the ~~Seller. The~~ ~~terms~~merger of the ~~transaction~~ ~~were~~Company ~~determined~~with inMerger ~~arm’s-length negotiations by the parties~~Sub.

~~The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit~~ 2~~.1 hereto and incorporated herein by reference.~~

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(b) Pro~~Pursuant ~~Forma~~to the requirements of the Securities Exchange Act of 1934, ~~Financial~~the ~~Information~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The pro forma financial information required by this item is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

		CHEROKEE INTERNATIONAL CORPORATION
		(Registrant)


		By:	/s/ LINSTER W. FOX
Date:	November 18, 2008	Linster W. Fox
		Executive Vice President, Chief Financial Officer and Secretary

~~(d) Exhibits.~~3

The following are filed as Exhibits to this Report:

Exhibit
No.		Description of Exhibit
2.1		Agreement for the Sale and Purchase of All of the Issued and Outstanding Shares of Cherokee SPRL dated October 18, 2008, by and between Cherokee Netherlands II BV and Mr. Eric Brouwers.*
99.1		Unaudited Pro Forma Consolidated Financial Information of the Registrant.

* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Cherokee agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request.

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.

	Cherokee International Corporation
	By:	/s/ Linster W. Fox
		Linster (Lin) W. Fox
		Chief Financial Officer
Dated: October 23, 2008

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