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 3012, ~~2013~~2014

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 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 ~~MANAGEMENT~~OPERATIONS

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~Effective~~On ~~September~~February 3012, ~~2013~~2014, ~~M. David Jones retired as President and Chief Executive Officer of~~ Stanadyne Corporation (“Stanadyne”) ~~and~~entered asinto ~~President~~a ofCommitment ~~Stanadyne~~Letter ~~Holdings, Inc.~~ (~~“Holdings” and, together with Stanadyne,~~ the “~~Company~~Commitment Letter”)~~. Stanadyne~~ ~~and~~with ~~Mr.~~certain ~~Jones~~funds ~~have~~and ~~agreed~~accounts tomanaged aor ~~severance~~advised ~~agreement~~by ~~pursuant~~Beach toPoint ~~which~~Capital ~~Stanadyne~~Management ~~shall~~LP ~~pay to Mr. Jones for a period of eighteen months following the date of separation~~(collectively, ~~his base salary at~~ the ~~rate~~“Lenders”) inpursuant ~~effect~~to atwhich the ~~date~~Lenders ofhave ~~termination for a total of $802~~committed,~~500~~ ~~and~~subject to the ~~cost~~terms ~~of participation by Mr. Jones~~ and ~~his~~conditions ~~dependents~~specified in the ~~Company’s~~Commitment ~~group health benefit plans in excess of amounts currently paid by Mr. Jones~~Letter, ~~estimated~~ to beprovide ~~$13,500. In addition, Mr. Jones will continue as~~ a ~~director of Holdings and Stanadyne and receive annual cash compensation of an aggregate of~~ $~~50,000~~220 ~~for~~million ~~serving~~senior assecured asecond ~~director~~lien ofterm ~~both~~loan ~~companies. Mr.~~(the ~~Jones~~“Loan”) ~~currently holds options~~ to ~~purchase 875~~Stanadyne,~~000~~ ~~shares~~maturing ofon ~~Holdings' common stock which have vested and 3,375,000 options which remain unvested. In connection with~~ the ~~termination~~fifth ofanniversary ~~Mr. Jones' employment, options to purchase an additional 875,000 shares will remain outstanding and eligible to vest in connection with a change~~ of ~~control transaction~~closing. The ~~remaining~~Loan ~~unvested~~may ~~options,~~be ~~notwithstanding~~drawn ~~anything~~in to the ~~contrary~~sole ~~contained~~discretion inof ~~the~~ Stanadyne ~~Holdings, Inc. 2004 Equity Incentive Plan or the option awards, have been forfeited and cancelled~~ on or prior to ~~the~~April ~~separation~~30, ~~date~~2014. ~~The~~ ~~vested options shall remain exercisable until the final exercise date applicable to such option.~~

~~Effective~~The ~~September~~obligation ~~30,~~of ~~2013,~~the ~~Robert~~Lenders ~~G. Isaman, 52, was appointed~~ to make the ~~positions~~Loan ofis ~~President~~subject ~~and~~to ~~Chief~~a ~~Executive~~number ~~Officer~~ of ~~Stanadyne and President of Holdings. Since June 2012~~conditions, ~~Mr.~~including: ~~Isaman~~(i) ~~has~~Stanadyne ~~been~~shall anrepay ~~Operating~~in ~~Partner~~full atall ~~Kohlberg~~outstanding &amounts ~~Company~~under (~~“Kohlberg”~~a), the ~~Company’s~~Second ~~majority~~Lien ~~shareholder. Kohlberg~~Term isLoan aAgreement, ~~leading~~dated ~~U.S.~~as ~~private~~of ~~equity~~February ~~fund~~13, ~~which~~2013 ~~acquires~~(the ~~and~~“Existing ~~owns~~Second ~~middle~~Lien ~~market~~Term ~~companies.~~Loan ~~From~~Agreement”), ~~2010~~among ~~to 2012~~Stanadyne, ~~Mr.~~its ~~Isaman~~corporate ~~was~~parent ~~Chief~~Stanadyne ~~Executive~~Intermediate ~~Officer~~Holding, ofCorp. ~~Stolle~~(“SIHC”), ~~Machinery~~as ~~Company~~a guarantor, Jefferies Finance LLC, aas ~~global~~administrative ~~technology~~agent, and ~~market leader in~~ the ~~metal/composite~~Lender, ~~container-making~~as ~~equipment~~lender, ~~industry.~~and ~~From~~(b) ~~2007~~Stanadyne’s ~~to 2009, Mr~~10.00% ~~Isaman~~Senior ~~was~~Subordinated ~~President~~Notes atdue ~~Terex~~2014 ~~Construction~~issued ~~and~~under ~~Roadbuilding,~~an ~~with~~Indenture ~~responsibility~~dated ~~for~~as ~~divisions~~of ~~that~~August ~~design~~6, ~~manufacture~~2004, ~~distribute~~between Stanadyne and ~~provide~~The ~~aftermarket~~Bank ~~services~~of ~~for~~New aYork, ~~wide~~as ~~variety~~Trustee; of(ii) ~~roadbuilding~~Stanadyne ~~and~~shall ~~construction~~refinance ~~vehicles~~or ~~and~~amend ~~equipment.~~the ~~Prior~~Credit toAgreement ~~that,~~dated ~~Mr.~~as ~~Isaman~~of ~~spent~~August 13, 212009, ~~years~~as atamended, ~~United~~among ~~Technologies~~Wells ~~Corporation,~~Fargo aCapital ~~diversified~~Finance, ~~industrial manufacturer~~LLC, inas aagent, ~~number~~the oflenders ~~positions~~party ~~of increasing responsibility~~thereto, ~~including~~Stanadyne ~~serving~~and SIHC, as ~~Vice~~guarantor, ~~President~~and ofreduce ~~Marketing~~commitments ~~and~~thereunder ~~Field~~to ~~Operations~~an ofaggregate ~~Otis~~amount ~~Elevator~~no ~~Company~~greater inthan ~~Hong~~$35.0 ~~Kong,~~million ~~S.A.R.~~(the ~~from~~debt ~~2001~~described toin ~~2002~~the ~~and~~foregoing asclause ~~President~~(i) ofand ~~Otis~~this ~~Elevator~~clause (~~China~~ii) ~~Investment,~~being ~~Ltd.~~referred into ~~Beijing,~~as ~~China~~the ~~from~~“Existing ~~2002 to 2005~~Debt”), ~~before~~(iii) ~~rising~~the toexecution ~~the~~and ~~position~~delivery ofby ~~President~~Stanadyne of ~~Fire~~definitive ~~Safety~~documentation ~~Americas,~~with ~~UTC~~respect ~~Fire~~to &the ~~Security~~Loan inconsistent ~~2006.~~with ~~Since~~the ~~December~~Commitment ~~2012~~Letter, ~~Mr.~~(iv) ~~Isaman~~delivery ~~has been a member~~ of ~~the~~customary ~~board~~closing ofdocuments, ~~directors~~including ~~and~~Stanadyne ~~audit~~financial ~~committee~~statements, oflegal ~~TechPrecision Corporation~~opinions, asolvency ~~global manufacturer of precision~~opinion, ~~large-scale~~collateral ~~fabricated~~perfection ~~and~~documents ~~machined metal components~~ and ~~systems.~~an ~~From~~officer’s ~~2012~~certificate toproviding ~~July~~a ~~2013,~~bring-down ~~Mr.~~in ~~Isaman~~all ~~served~~material asrespects ~~executive chairman~~ of ~~AGY~~customary ~~Holding~~representations ~~Corp.,~~made ~~a private company that is a leader~~ in ~~high~~the ~~performance~~Commitment ~~glass~~Letter ~~fiber~~and ~~yarn~~(v) ~~materials. He also currently serves on~~ the ~~Advisory~~satisfaction ~~Board~~ of ~~ClearEdge~~certain ~~Power,~~other acustomary ~~provider~~closing ofconditions, ~~clean~~including, ~~distributed~~but ~~power~~not ~~systems.~~limited ~~Mr.~~to, ~~Isaman~~the ~~holds~~absence ~~a Bachelors~~ of ~~Science~~any inmaterial ~~Marketing~~adverse ~~from~~changes ~~the~~in ~~University~~Stanadyne ofsince ~~Maryland~~December ~~and~~31, ~~an M~~2012.~~B.A. from the George Washington University.~~

~~Mr.~~The ~~Isaman~~Lenders ismay anterminate ~~at-will~~their ~~employee~~commitment under the Commitment Letter if Stanadyne incurs a material breach under the Commitment Letter and ~~does~~the Lenders, in their reasonable discretion, determine that the breach has not ~~have~~been cured or a ~~written~~material ~~employment~~adverse ~~agreement~~change ~~with~~in Stanadyne ~~or Holdings~~occurs. The ~~arrangements~~commitment of the Lenders under ~~which~~the ~~Mr.~~Commitment ~~Isaman~~Letter iswill ~~compensated~~automatically ~~include:~~expire on April 30, 2014.

•Stanadyne will be obligated to pay to the Lenders a ~~base~~fee ~~salary~~equal ~~starting~~to atbetween ~~$550,000~~2% ~~annually,~~and ~~reviewed~~4% ~~each~~of ~~year~~the byLoan at the ~~Compensation~~closing ~~Committees~~or upon the termination of ~~Holdings~~the ~~and~~commitments ~~Stanadyne;~~of the Lenders under the Commitment Letter.

•The ~~eligibility~~Loan ~~for~~will ~~annual~~bear ~~cash~~interest ~~bonuses~~at ~~under~~a ~~Stanadyne’s~~rate ~~Employee~~of ~~Incentive~~11.25% ~~Plan~~per ~~based~~annum, onpayable ~~the~~quarterly ~~achievement~~in ofcash ~~financial~~in ~~performance~~arrears. The ~~measures~~interest ~~established~~rate ~~annually~~will byincrease upon the ~~Compensation~~occurrence ~~Committees;~~of ~~and~~an event of default.

•The aLoan ~~broad-based~~will ~~benefits~~amortize ~~package~~in ~~offered~~equal toquarterly ~~all~~installments ~~employees~~of principal, ~~including~~commencing ~~participation~~March 31, 2015, in ~~health~~an ~~and~~aggregate ~~welfare~~annual ~~programs~~amount ~~for~~equal ~~medical,~~to ~~dental,~~1% ~~life~~of ~~insurance~~the ~~and~~original ~~accidental~~principal ~~death~~amount ~~and~~of ~~disability~~the Loan, with the balance due at maturity.

InStanadyne ~~connection~~must ~~with~~offer ~~Mr.~~to ~~Isaman’s~~prepay ~~appointment~~the asLoan ~~President~~at ~~and~~101% ~~Chief~~of ~~Executive~~par ~~Officer~~upon a change of ~~Stanadyne,~~control or with the ~~Compensation~~proceeds ~~Committee~~received offrom ~~Holdings~~asset ~~will~~sales, ~~grant Mr~~extraordinary receipts and certain debt and equity issuances. In ~~Isaman~~addition ~~stock~~Stanadyne ~~options~~must offer to ~~purchase~~prepay ~~500,000~~a ~~shares~~portion of ~~Holdings~~the ~~common~~Loan ~~stock~~at ~~with~~par anequal ~~exercise~~to ~~price~~(i) ~~per~~50% ~~share~~of ~~equal~~Excess Cash Flow (to ~~the~~be ~~fair~~defined) ~~market~~annually ~~value~~and (ii) 50% of ~~Holdings'~~cumulative ~~common~~Excess ~~stock~~Cash atFlow since the ~~date~~Loan ofclosing ~~grant~~if ~~with~~Stanadyne ~~vesting~~pays ~~terms~~a dividend to beStanadyne ~~determined~~Holdings, byInc. the ~~Compensation~~parent ~~Committee~~company of ~~Holdings'~~SIHC ~~board~~for the purpose of ~~directors~~paying ~~under~~interest ~~the~~on ~~terms~~its of12.00% ~~the~~Senior ~~Stanadyne~~Discount ~~Holdings,~~Notes ~~Inc.~~due ~~2004~~2015 ~~Equity~~(the ~~Incentive~~“Holdings ~~Plan~~Bonds”).

~~Mr.~~Stanadyne ~~Isaman~~may ~~will~~prepay ~~not~~the ~~receive~~Loan at any ~~additional~~time, ~~compensation~~with ~~for~~a ~~serving~~prepayment aspremium ranging from a customary make-whole amount during the ~~President~~first oftwo ~~Holdings~~years after closing, to 3% during the third year and 1.5% during the fourth year.

~~Mr.~~The ~~Isaman~~Loan will ~~also~~rank ~~serve~~pari aspassu aor ~~director~~senior onin ~~the~~right ~~board~~ of ~~directors~~payment ofto ~~each~~all ofexisting ~~Holdings~~ and ~~Stanadyne. Holdings,~~future ~~Kohlberg~~debt ~~and other stockholders~~ of ~~Holdings~~Stanadyne, ~~are~~other ~~parties~~than ~~to that~~ certain ~~Stockholders~~lease ~~Agreement, dated August 6, 2004 (the “Stockholders Agreement”)~~agreements. The ~~Pursuant~~Loan towill ~~the~~be ~~Stockholders~~guaranteed ~~Agreement,~~by ~~Kohlberg~~SIHC ~~has~~and ~~the~~each ~~right~~domestic tosubsidiary ~~elect the directors~~ of ~~Holdings. All directors of Holdings also serve as directors of~~ Stanadyne. ~~All current directors, other than M. David Jones, are affiliated with Kohlberg~~ and ~~have~~will ~~been selected to~~ be ~~directors~~secured ~~pursuant~~by toa ~~the~~second ~~Stockholders~~priority ~~Agreement~~lien ~~based~~ on ~~their~~substantially ~~experience~~all inassets ~~serving~~of asStanadyne ~~directors~~and ofthe ~~other~~guarantors, ~~Kohlberg~~except ~~portfolio~~that ~~companies,~~only ~~many~~65% of ~~which~~the ~~are~~voting ~~manufacturing~~stock ~~companies~~of ~~like~~controlled ~~Stanadyne,~~foreign ~~which~~corporations ~~the~~will ~~Company~~be ~~believes~~pledged. This ~~makes~~collateral ~~them~~will ~~well~~be ~~qualified~~junior only to ~~serve~~the asfirst ~~directors. In~~priority ~~addition,~~security asinterest ~~a result~~ of ~~Mr. Isaman~~Stanadyne’s ~~professional~~revolving ~~experiences~~lender, ~~Mr.~~who ~~Isaman~~must ~~possesses~~agree ~~particular~~to ~~knowledge~~certain ~~and~~terms ~~experience~~ in ~~various~~an ~~manufacturing~~intercreditor ~~industries,~~agreement ~~including~~with ~~heavy machinery, in developing globally specialty businesses, and technical knowledge that strengthen~~ the ~~Boards’ collective qualifications, skills and experience~~Lenders.

~~Mr.~~The ~~Isaman~~Loan ~~does~~contemplated ~~not~~by ~~have~~the ~~any~~Commitment ~~family~~Letter ~~relationships~~will ~~requiring~~also ~~disclosure~~contain ~~under~~certain ~~Item~~features ~~401(d)~~common ofto ~~Regulation~~loans ~~S‑K nor does he have any interests requiring disclosure under Item 404(a)~~ of ~~Regulation~~this ~~S-K.~~nature, including:

~~SECTION~~• 9Customary –representations, ~~FINANCIAL~~warranties ~~STATEMENTS~~and ~~AND~~affirmative ~~EXHIBITS~~covenants;

~~Item~~• 9Customary negative covenants, including restrictions on incurrence of indebtedness and liens, investments, acquisitions, restricted payments (including improving the Stanadyne’s ability to make dividend payments to pay interest on the Holdings Bonds, including a basket equal to the sum of (a) $6.~~01 Financial~~25 ~~Statements~~million plus (b) subject to a minimum of $10 million of cash plus availability under the senior secured revolving credit facility and ~~Exhibits~~a net leverage ratio less than 4x adjusted EBITDA, additional amounts equal to 50% of cumulative Excess Cash Flow), asset dispositions, mergers, affiliate transactions and other items;

~~(d) Exhibits~~• Quarterly financial covenants, including maximum net leverage ratio, minimum interest coverage ratio and maximum annual capital expenditures, each in amounts to be determined; and

99• Customary events of default, including (subject to customary grace periods and baskets) non-payment of principal and interest, material misrepresentations, breach of covenants, cross defaults to other debt, bankruptcy, judgments and other items.1 ~~Press~~Upon ~~Release~~an ~~issued~~event byof ~~Stanadyne~~default, ~~Corporation~~the ~~dated~~Lenders ~~October~~will 2be entitled to take various actions, ~~2013~~including accelerating maturity of the Loan and exercising remedies against collateral.

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 thereunto duly authorized.

			Stanadyne Holdings, Inc.
			(Registrant)
Date:	~~October~~February 413, ~~2013~~2014	By:	/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)
Date:	~~October~~February 413, ~~2013~~2014	By:	/s/ Stephen S. Langin
			Stephen S. Langin
			Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Description

99.1 Press Release issued by Stanadyne Corporation dated October 2, 2013.

Commission File Number

Exact name of registrant as specified in its charter, Principal Office Address and Telephone Number

State of Incorporation

I.R.S. Employer Identification No.

Stanadyne Holdings, Inc.
92 Deerfield Road
Windsor, CT 06095
(860) 525-0821

Stanadyne Corporation
92 Deerfield Road
Windsor, CT 06095
(860) 525-0821

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