UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

POWER SOLUTIONS INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

POWER SOLUTIONS INTERNATIONAL, INC.

655 Wheat Lane201 Mittel Drive

Wood Dale, Illinois 60191

(630) 350-9400

August 15, 20119, 2012

Dear Shareholder:Stockholder:

On behalf of the Board of Directors of Power Solutions International, Inc., I cordially invite you to attend a Specialthe 2012 Annual Meeting of ShareholdersStockholders of Power Solutions International, Inc. that, which will be held on August 25, 2011,29, 2012, at 3:30 p.m.10:00 a.m., Central Time, at the offices of Power Solutions International, Inc., 655 Wheat Lane,201 Mittel Drive, Wood Dale, Illinois 60191.

Please note that the Special Meeting is being held specifically to submit certain proposals (as described below) to our shareholders for approval. Power Solutions International, Inc. will also hold anThe accompanying Notice of Annual Meeting of Shareholders at a later date in 2011, at which time our shareholders will vote on the election of our directors and such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

At the Special Meeting, our shareholders will be asked to approve an agreement and plan of merger, pursuant to which our company will merge with and into our newly-created, wholly owned subsidiary, Power Solutions International, Inc., a Delaware corporation (“PSI Delaware”), with PSI Delaware remaining as the surviving corporation of the merger. The merger will be effected for the purpose of changing our jurisdiction of incorporation from Nevada to Delaware (the “Migratory Merger”) and effecting the Reverse Split (as defined below). In connection with our recently completed reverse acquisition transaction with The W Group, Inc. (“The W Group”), now our wholly owned subsidiary through which we operate our business (the “Reverse Recapitalization”), and our private placement of shares of our Series A Convertible Preferred Stock and warrants to purchase shares of our common stock (the “Private Placement”), we entered into agreements pursuant to which we agreed to consummate the Migratory Merger and effectuate a 1-for-32 reverse stock split of issued and outstanding shares of our common stock (the “Reverse Split”). Pursuant to, and upon the consummation of, the Migratory Merger, each 32 shares of our outstanding common stock will automatically convert into one share of common stock of PSI Delaware and thereby effect the Reverse Split. In addition, immediately following the effectiveness of the Migratory Merger, each outstanding share of our Series A Convertible Preferred Stock will automatically convert into a number of shares of common stock of PSI Delaware equal to $1,000 divided by $12.00, the conversion price for our Series A Convertible Preferred Stock giving effect to the adjustment resulting from the Migratory Merger, pursuant to the terms of the Certificate of Designation for our Series A Convertible Preferred Stock (the “Certificate of Designation”).

To satisfy requirements of the Securities and Exchange Commission, our shareholders will also be asked at the Special Meeting to approve amendments to material provisions of our existing articles of incorporation, which material provisions are included in the certificate of incorporation of PSI Delaware. The certificate of incorporation and bylaws of PSI Delaware, including the material provisions contained in the certificate of incorporation (which are also the subject of the amendments to our articles of incorporation to be voted upon by shareholders at the Special Meeting), were negotiated with the investors in the Private Placement. In particular, our shareholders will be asked at the Special Meeting to approve the following:

The attached Notice of Special MeetingStockholders and Proxy Statement describe in greater detail the foregoing matters whichthat we expect will be acted upon at the SpecialAnnual Meeting.

In connection with the Reverse Recapitalization and the Private Placement, each of our shareholders that is also one of our executive officers and/or directors entered into a voting agreement (collectively, the “Voting Agreements”) pursuant to which such person agreed to vote his shares of our common stock and Series A Convertible Preferred Stock, as applicable, in favor of the Migratory Merger, the Reverse Split and any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split, including the Charter Amendments. The securities held by persons who entered into Voting Agreements represented, as of August 9, 2011, the record date for the Special Meeting, approximately 86.11% of the total voting power of the outstanding capital stock of our company (giving effect to the limitations on conversion of the Series A Convertible Preferred Stock set forth in the Certificate of Designation). Accordingly, shareholder approval of the Migratory Merger (including the Reverse Split effectuated as part of the Migratory Merger) and the Charter Amendments is assured. The Company expects that the investors in the Private Placement will also vote in favor of the Migratory Merger (including the Reverse Split effectuated as part of the Migratory Merger) and the Charter Amendments, given that they required the Company to effect the Migratory Merger and the Reverse Split pursuant to agreements entered into in connection with the Private Placement. The securities held by investors in the Private Placement represented, as of August 9, 2011, approximately 12.32% of the total voting power of the outstanding capital stock of our company (giving effect to the limitations on conversion of the Series A Convertible Preferred Stock set forth in the Certificate of Designation).

It is important that your views be represented whether or not you are able to be present at the SpecialAnnual Meeting. Please complete, sign and date the enclosed proxy card and promptly return it via mail, fax or email according to the instructions on the proxy card, whether or not you plan to attend the SpecialAnnual Meeting. If you sign and return your proxy card without specifying your choices, it will be understood that you wish to have your shares voted in accordance with the recommendations of our Board of Directors contained in the Proxy Statement.

We are gratified by your continued interest in Power Solutions International, Inc. and urge you to return your proxy card as soon as possible.

Sincerely,

Gary S. Winemaster

Chief Executive Officer, President and Chairman of the Board

Wood Dale, Illinois

August 9, 2012

POWER SOLUTIONS INTERNATIONAL, INC.

655 Wheat Lane201 Mittel Drive

Wood Dale, Illinois 60191

(630) 350-9400

NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

TO BE HELD ON AUGUST 25, 201129, 2012

To the ShareholdersStockholders of

Power Solutions International, Inc.:

A special meetingThe Annual Meeting of shareholdersStockholders of Power Solutions International, Inc. (the “Company”) will be held on August 25, 2011,29, 2012, at 3:30 p.m.10:00 a.m., Central Time, at the offices of the Company, 655 Wheat Lane,201 Mittel Drive, Wood Dale, Illinois 60191, for the following purposes, as more fully described in the accompanying Proxy Statement:

(1) To considerre-elect Gary S. Winemaster, Kenneth W. Landini, H. Samuel Greenawalt, Jay J. Hansen and vote upon a proposalMary E. Vogt to approve an amendment to the Company’s articles of incorporation which would (a) declassify the Company’s Board of Directors, (b) provide that directors may be removed, with or without cause,each for a one-year term expiring at the 2013 Annual Meeting of Stockholders;

(2) To approve the Power Solutions International, Inc. 2012 Incentive Compensation Plan; and

(3) To ratify the appointment by two-thirds of the total voting power of the outstanding capital stock of the Company, and (c) provide that vacancies on the Board of Directors may be filled by, in addition to a majorityof independent registered public accounting firm McGladrey LLP as the independent auditors of the Company’s directors,financial statements for the Company’s shareholders and that any vacancies on the Company’s Board of Directors resulting from the removal of a director may only be filled by the Company’s shareholders;

(2) To consider and vote upon a proposal to approve an amendment to the Company’s articles of incorporation which would permit the Company’s shareholders holding securities representing a majority of the total voting power of the outstanding capital stock of the Company to act by written consent;

(3) To consider and vote upon a proposal to approve an amendment to the Company’s articles of incorporation which would increase to 80% the threshold of the total voting power of the outstanding capital stock of the Company required to amend certain provisions of the Company’s articles of incorporation; and

(4) To consider and vote upon a proposal to approve and adopt the agreement and plan of merger, by and between the Company and its newly-created, wholly owned subsidiary, Power Solutions International, Inc., a Delaware corporation (“PSI Delaware”), and the merger of the Company with and into PSI Delaware pursuant to such agreement and plan of merger, which merger will (a) effect the Company’s reincorporation from Nevada to Delaware and (b) effect a 1-for-32 reverse stock split of all of the issued and outstanding shares of the Company’s common stock by converting each 32 shares of the Company’s outstanding common stock into one share of common stock of PSI Delaware.year ending December 31, 2012.

Your vote is important. All shareholdersstockholders are urged to attend the meeting in person or by proxy. Whether or not you expect to be present at the meeting, please complete, sign and date the enclosed proxy card and return it promptly via mail, fax or email according to the instructions on the proxy card. ShareholdersStockholders attending the meeting may vote in person even if they have previously returned proxy cards.

The Board of Directors has fixed the close of business on August 9, 2011July 25, 2012 as the record date for determining shareholdersstockholders entitled to notice of, and to vote at, the special meeting.

By Order of the Board of Directors,

Gary S. Winemaster

Chief Executive Officer, President and Chairman of the Board

Wood Dale, Illinois

August 9, 2012

POWER SOLUTIONS INTERNATIONAL, INC.

655 Wheat Lane201 Mittel Drive

Wood Dale, Illinois 60191

(630) 350-9400

PROXY STATEMENT

The accompanying proxy is solicited by the Board of Directors (the “Board”) of Power Solutions International, Inc., a NevadaDelaware corporation, for use at its SpecialAnnual Meeting of ShareholdersStockholders (the “Special“Annual Meeting”) to be held at 3:30 p.m.10:00 a.m., Central Time, on August 25, 2011,29, 2012, at the offices of the Company, 655 Wheat Lane,201 Mittel Drive, Wood Dale, Illinois 60191, and at any adjournments or postponements thereof. You may obtain directions to the meeting location so that you may votefrom our websitewww.powersint.com in person from the website of one of the Company’s subsidiaries at www.powergreatlakes.com/proxy,“Contact Us” section, or by calling (630) 787-5335. This Proxy Statement and accompanying form of proxy are being mailed to shareholdersstockholders on or about August 15, 2011.

Upon the closing of the Reverse Recapitalization (as defined and discussed below under “General Information”), Power Solutions International, Inc. (f/k/a Format, Inc.), a Nevada corporation, succeeded to the business of The W Group, Inc., a Delaware corporation (“The W Group”). In connection with the Reverse Recapitalization, effective April 29, 2011, we changed our corporate name to Power Solutions International, Inc. Upon the consummation of the Migratory Merger (as defined below under “About the Meeting”), Power Solutions International, Inc., a Nevada corporation, will merge with and into PSI Delaware (as defined below under “About the Meeting”), with PSI Delaware remaining as the surviving corporation of the Migratory Merger. Unless the context otherwise requires: (1) “the Company,” “we,” “our,” “us,” “our company” and similar expressions9, 2012. As used in this proxy statement, the terms “the Company,” “we,” “us” and “our” refer to The W Group and its consolidated subsidiaries, collectively, prior to the closing of the Reverse Recapitalization on April 29, 2011, Power Solutions International, Inc., as successor to the business of The W Group, and its consolidated subsidiaries, collectively, following the closing of the Reverse Recapitalization and PSI Delaware, as the surviving corporation of the Migratory Merger, following the consummation of the Migratory Merger; and (2) “the Board” and similar expressions used in this proxy statement refer to the Board of Directors of Format, Inc. prior to the closing of the Reverse Recapitalization and the Board of Directors of Power Solutions International, Inc. following the closing of the Reverse Recapitalization.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIALANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON AUGUST 25, 201129, 2012

The Company’s Proxy Statement for the SpecialAnnual Meeting of ShareholdersStockholders

to be held on August 25, 201129, 2012 is available at the website of one of the Company’s subsidiaries:at:

http://www.powergreatlakes.com/www.powersint.com/proxy

ABOUT THE MEETING

What proposals may I vote on at the SpecialAnnual Meeting and how does the Board recommend I vote?

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Who is entitled to vote?

Only shareholdersstockholders of record as of the close of business onAugust 9, 2011on July 25, 2012 (the “record date”) are entitled to receive notice of, and to vote at, the SpecialAnnual Meeting or any adjournment or postponement thereof. As of the record date for the SpecialAnnual Meeting, we had 10,770,0839,064,537 shares of our common stock (“Common Stock”) outstanding. As of the record date, we also had 113,960.90289 shares of our Series A Convertible Preferred Stock (“Preferred Stock”) outstanding. The holders of Preferred Stock are entitled to vote together with the holders of Common Stock as a single class on all matters submitted for a vote of holders of Common Stock. The Preferred Stock entitles each holder of shares thereof to cast the number of votes equal to the total number of votes which could be cast in such vote by a holder of the number of shares of Common Stock into which such shares of Preferred Stock are convertible as of the date immediately prior to the record date, subject to the limitations on conversion set forth in the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”). Accordingly, the 113,960.90289 shares of Preferred Stock outstanding, as of the record date entitle the holders thereof to cast an aggregate of 38,152,908 votes, or approximately 335 votes per share of Preferred Stock, giving effect to the limitations on conversion of the Preferred Stock set forth in the Certificate of Designation (as discussed under “General Information – Description of Series A Convertible Preferred Stock” below). As of the record dateand there were no other outstanding classes of stock that are entitled to vote at the SpecialAnnual Meeting. A record holder of outstanding shares of our common stock on the record date is entitled to one vote per share held on each matter to be considered. As a result, the aggregate combinedtotal number of votes that may be cast by holders of the Common Stock and the Preferred Stockour common stock for the proposals to be voted on at the SpecialAnnual Meeting is 48,922,9919,064,537 votes.

Shares held as of the record date include shares that are held directly in your name as the registered stockholder of record on the record date and those shares of which you are the beneficial owner on the record date and which are held through a broker, bank or other institution, as nominee, on your behalf, that is considered the shareholderstockholder of record of those shares.

What is the difference between holding shares as a shareholderstockholder of record and as a beneficial owner?

ShareholdersStockholders of Record

If shares of Common Stockour common stock are registered directly in your name with the transfer agent for the Common Stock,our common stock, Pacific Stock Transfer Company, or shares of Preferred Stock are registered directly in your name with us, as transfer agent for the Preferred Stock, you are considered the shareholderstockholder of record with respect to those shares of Common Stock or Preferred Stock, as applicable.our common stock.

Beneficial Owners

If shares of Common Stock or Preferred Stockour common stock are held in a stock brokerage account, by a broker, bank or other institution, serving as nominee, on your behalf, you are considered the beneficial owner of those shares (sometimes referred to as being held in “street name”). If you are a beneficial owner, your broker or other nominee that is considered the shareholderstockholder of record of those shares is making these proxy materials available to you with a request for your voting instructions. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares using the voting methods which the broker or other nominee offers as options. For a discussion of the rules regarding the voting of shares held by beneficial owners, please see the question titled “How do I vote if I am a beneficial owner of shares and my broker, bank or other institution holds my shares in ‘street name’?”

How do I vote if I am a shareholderstockholder of record?

ShareholdersStockholders of record can vote their shares by either voting in person at the SpecialAnnual Meeting or by proxy according to the instructions on the enclosed proxy card.

Proxies must be returned to Pacific Stock Transfer Company, the transfer agent for our common stock,no later than 3:00 p.m. Pacific Standard Time on Wednesday,Tuesday, August 24, 201128, 2012 via one of the following methods:

A shareholderstockholder should complete and return the enclosed proxy card and return it promptly invia one of the envelope provided.above methods. Signing and returning the proxy card does not affect the right to vote in person at the SpecialAnnual Meeting. Each executed and returned proxy will be voted in accordance with the directions indicated thereon, or if no direction is indicated, such proxy will be voted in accordance with the recommendations of the Board contained in this proxy statement.statement and on the proxy card.

Gary S. Winemaster and Thomas J. Somodi,Daniel P. Gorey, the persons named as proxies on the proxy card accompanying this proxy statement, were selected by the Board to serve in such capacity. Messrs.Mr. Winemaster is an officer and Somodi are officersdirector of the Company, and directorsMr. Gorey is an officer of the Company.

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How do I vote if I am a beneficial owner of shares and my broker, bank or other institution holds my shares in “street name”?

If your shares are held in “street name,” your broker or other institution serving as nominee will send you a request for directions for voting those shares. Many brokers, banks and other institutions serving as nominees (but not all) participate in a program that offers internet voting options and may provide you with a Notice of Internet Availability of Proxy Materials. Follow the instructions on the Notice of Internet Availability of Proxy Materials to access our proxy materials online or to request a paper or email copy of our proxy materials. If you received these proxy materials in paper form, the materials included a voting instruction card so you can instruct your broker or other nominee how to vote your shares.

For a discussion of the rules regarding the voting of shares held by beneficial owners, please see the question titled ““What is a ‘broker non-vote’?”

Can I revoke my proxy?

Yes. You can revoke your proxy and change your vote prior to the SpecialAnnual Meeting by:

Who will count the votes?

A partner from our legal counsel, Katten Muchin Rosenman LLP, will act as the inspector of election who will count the votes at the SpecialAnnual Meeting.

Is my vote confidential?

Your vote will not be disclosed except (1) as needed to permit the inspector of election to tabulate and certify the vote and (2) as required by law.

How many shares can I vote?

A record holder of outstanding shares of Common Stock on the record date is entitled to one vote per share held on each matter to be considered. A record holder of outstanding shares of Preferred Stock on the record date is entitled to the number of votes equal to the total number of votes which could be cast by a holder of the number of shares of Common Stock into which such shares of Preferred Stock are convertible as of the date immediately prior to the record date, subject to the limitations on conversion set forth in the Certificate of Designation. Accordingly, the 113,960.90289 shares of Preferred Stock outstanding as of the record date entitle the holders thereof to cast an aggregate of 38,152,908 votes, or approximately 335 votes per share of Preferred Stock, giving effect to the limitations on conversion of the Preferred Stock set forth in the Certificate of Designation (as discussed under “General Information – Description of Series A Convertible Preferred Stock” below).

What quorum requirement applies?

There must be a quorum for the meeting to be held. The presence at the SpecialAnnual Meeting, by person or by proxy, of shareholdersstockholders representing a majority of the votes that could be cast by the holders of the shares entitled to vote is necessary to constitute a quorum for the transaction of business. Accordingly, the presence of holders of4,532,269 shares of Common Stock and Preferred Stock representing at least 24,461,496 votes that could be castour common stock entitled to vote at the SpecialAnnual Meeting shallwill constitute a quorum. If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum.

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What vote is required to approve each proposal?

Proposal No. 1: Election of Directors. Assuming a quorum is present, to be elected, each of the director nominees, Gary S. Winemaster, Kenneth W. Landini, H. Samuel Greenawalt, Jay J. Hansen and Mary E. Vogt, must receive a plurality of the votes of shares cast at the Annual Meeting. This means that the five nominees receiving the highest number of “FOR” votes will be elected. In other words, assuming there are no other candidates for election as directors other than the persons named in the enclosed proxy card and each of those persons receives at least one vote, all of them will be elected to our Board.

Proposal No. 2: Approval of 2012 Incentive Compensation Plan.The affirmative vote of a majority of the voting powervotes of the outstanding capital stock of the Company, including the votesshares present, in person or represented by proxy, and entitled to which holders of shares of Common Stock and holders of Preferred Stock, pursuant to the Certificate of Designation, are entitled,vote is required to approve eachthe Power Solutions International, Inc. 2012 Incentive Compensation Plan.

Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the proposals. Accordingly, at least 24,461,496 votes of the shares present, in favor of a proposal will beperson or represented by proxy, and entitled to vote is required to approve eachratify the appointment of McGladrey LLP as the proposals. Proposal No. 4 is conditioned uponindependent auditors of our financial statements for the prior approval of the Charter Amendments.fiscal year ending December 31, 2012.

What other matters might arise at the meeting?

At the date of this proxy statement, the Board does not know of any matters to be raised at the SpecialAnnual Meeting other than those referred to in this proxy statement. The Proxies named in the proxy card are authorized to vote in their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

What if I mark abstain on my proxy card for a proposal?

Abstentions marked on a proxy card will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present. Abstentionspresent and for purposes of voting on Proposal No. 2 and Proposal No. 3. Accordingly, abstentions marked on a proxy card with respect to Proposal Nos. 1,No. 2 3 or 4Proposal No. 3 will have the same effect as votes against Proposal Nos. 1,No. 2 3 or 4,Proposal No. 3, as applicable.

What are “broker non-votes”?

Under the rules of the New York Stock Exchange (“NYSE”), member brokers who hold shares in street name for their customers that are the beneficial owners of those shares have the authority to only vote on certain “routine” items in the event that they have not received instructions from beneficial owners. Under NYSE rules, when a proposal is not a “routine” matter and a member broker has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm may not vote the shares on that proposal sincebecause it does not have discretionary authority to vote those shares on that matter. A “broker non-vote” is submitted when a broker returns a proxy card and indicates that, with respect to particular matters, it is not voting a specified number of shares on that matter,those matters, as it has not received voting instructions with respect to those shares from the beneficial owner and does not have discretionary authority to vote those shares on such matters. “Broker non-votes” are not entitled to vote at the SpecialAnnual Meeting with respect to the matters to which they apply; however, “broker non-votes” will be included for purposes of determining whether a quorum is present at the SpecialAnnual Meeting.

Each of Proposal Nos.No. 1 2, 3 and 4Proposal No. 2 is considered a “non-routine” matter. As a result, brokers whichthat do not receive instructions with respect to any of Proposal Nos.No. 1 2, 3 or 4Proposal No. 2 from their customers will not be entitled to vote on such proposal. Anyproposal, and any such “broker non-votes” will have no effect on the same effect as votes againstvoting on these proposals. Proposal Nos. 1, 2, 3 or 4, as applicable.No. 3: Ratification of Auditors is considered a “routine” matter, and accordingly, brokers and other nominees will have discretionary authority to vote on that proposal.

The Board strongly encourages you to vote your shares and exercise your right to vote as a shareholderstockholder on each of these proposals.

Who can attend the SpecialAnnual Meeting?

All shareholdersstockholders of record as ofAugust 9, 2011,of July 25, 2012, or their duly appointed proxies, may attend. A list of shareholdersstockholders entitled to vote at the SpecialAnnual Meeting, arranged in alphabetical order, showing the address of and number of shares registered in the name of each shareholder,stockholder, will be available for review starting no later thanAugust 15, 2011,than August 19, 2012, and continuing until the SpecialAnnual Meeting, at our principal executive offices located at 655 Wheat Lane,201 Mittel Drive, Wood Dale, Illinois 60191. Please note that, if you hold shares in “street name” (that is, through a broker or other nominee), you will need to bring valid picture identification and evidence of your share ownership as of the record date, such as a copy of a brokerage statement.

How will the results of voting be published?

We will disclose voting results by filing a current report on Form 8-K with the SEC within four business days following the SpecialAnnual Meeting. If on the date of filing this current report on Form 8-K the inspector of elections for the SpecialAnnual Meeting has not certified the voting results as final, we will indicate in the filing that the results are preliminary and publish the final results in a subsequent current report on Form 8-K, which we will file within four business days after the final voting results are known.

Our Annual Report to Stockholders for the fiscal year ended December 31, 2011 (“fiscal 2011”), containing financial and other information pertaining to the Company, is being furnished to stockholders simultaneously with this Proxy Statement.

GOVERNANCE OF THE COMPANY

What principles has the Board established with respect to corporate governance?

The Board has carefully reviewed the corporate governance rules adopted by the Securities Exchange Commission (the “SEC”) and the NASDAQ Stock Market (“NASDAQ”) and other corporate governance recommendations. In January 2012, the Board adopted the corporate governance documents described below.

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The full text of the Corporate Governance Guidelines, the Board Committee charters and our Code of Ethics are available in full text on our website atwww.powersint.com in the “Corporate Governance” section. Our website also provides information on how to contact us and other items of interest to investors. We make available on our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, as soon as practical after we file these reports with the SEC.

This proxy statementWhat is furnished beginningthe composition of the Board?

The Board currently consists of five directors, with each director serving until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified.

The Board has nominated Gary S. Winemaster, Kenneth W. Landini, H. Samuel Greenawalt, Jay J. Hansen and Mary E. Vogt for re-election to the Board at the Annual Meeting and is recommending that you elect each of Messrs. Winemaster, Landini, Greenawalt and Hansen and Ms. Vogt for a one-year term (and until his or her successor shall be elected and qualified) at the Annual Meeting.

Which directors are independent and how does the Board make that determination?

We are not subject to the listing requirements of any national securities exchange and, as a result, our board of directors is not currently required to be composed of a specified number of “independent directors.” Pursuant to the purchase agreement for the private placement, we agreed to take action such that, no later than 180 days following the closing of the private placement, our board of directors would consist of five or greater directors, a majority of whom will constitute “independent directors” as defined by the marketplace rules of The NASDAQ Stock Market. Accordingly, and because we are not a listed issuer, we have chosen to use the applicable independence requirements of The NASDAQ Stock Market to determine whether or not our directors and committee members are independent. Our board of directors has determined that each of Mr. H. Samuel Greenawalt, Mr. Jay Hansen and Ms. Mary Vogt is a non-employee director who meets the applicable independence requirements for directors of The NASDAQ Stock Market, and has determined that Gary Winemaster and Kenneth Landini do not meet such standards.

Discussed below is the composition of each of our audit committee and compensation committee, including as to the independence of each of the members of those committees. We do not currently have a separately designated nominating committee.

In addition to the NASDAQ independence requirements, we also apply the independence guidelines set forth in our Corporate Governance Guidelines, which are available on our website atwww.powersint.com in the “Corporate Governance” section and are substantially similar to the NASDAQ director independence requirements. In the event our common stock becomes listed on a national securities exchange, the composition of our board of directors, audit committee and compensation committee, and any future nominating committee, will be subject to the corporate governance provisions of such exchange, including rules relating to the independence of directors. Pursuant to the purchase agreement for the private placement, we have agreed to use our reasonable best efforts to list our common stock for trading on a national securities exchange as soon as reasonably practicable after we meet the initial quantitative listing standards of any such exchange. However, we cannot be certain if or aboutAugust 15,when we will meet such initial listing standards or receive approval to list our common stock on any national securities exchange.

Do independent directors meet separately in regularly scheduled executive sessions?

Yes. The independent directors meet, without the presence of any director who is not independent, for a session at each regularly scheduled Board meeting and at various other times throughout the year if deemed necessary.

How can I communicate with directors?

As set forth in our Corporate Governance Guidelines, stockholders or other interested parties may communicate with the Board, or any individual member or members of the Board, by sending a letter to Power Solutions International, Inc. Board, c/o the Chief Financial Officer, Power Solutions International, Inc., 201 Mittel Drive, Wood Dale, IL 60191. The Chief Financial Officer will receive the correspondence and forward it to the Board or specified Board member or members to whom the communication is addressed.

How often did the Board meet in fiscal 2011?

During fiscal 2011, the Board met four times. During fiscal 2011, each director who served on the Board during fiscal 2011 attended at least 75% of the aggregate of (1) the total number of meetings held by the Board during the period in which such individual was a director, and (2) the total number of meetings held by all committees of the Board on which he served during the period in which such individual served on such committee.

What is the Company’s policy regarding Board members’ attendance at the Annual Meeting?

The Corporate Governance Guidelines provide that directors are expected to shareholdersattend the Annual Meeting. We did not hold an annual meeting of our stockholders in 2011. The full text of the Corporate Governance Guidelines is available on our website atwww.powersint.com in the “Corporate Governance” section.

What is the Board’s leadership structure, and why is it the best structure for the Company at this time?

Gary S. Winemaster currently serves as both our Chief Executive Officer (“CEO”) and our Chairman of the Board (“Chairman”). Under our Corporate Governance Guidelines, the Board has the flexibility to determine whether or not to separate the roles based on circumstances which exist from time to time. Separation of the roles is not required, but may be appropriate under certain circumstances. At this time, the Board believes that having one individual serve as both Chairman and CEO is the best governance model for the Company. Due to the varied and complex nature of the Company’s business, the Board believes the CEO is in the best position to lead most effectively and to serve in the critical role of Chairman. Having a Chairman who also serves as CEO facilitates timely communication with other directors on critical business matters. The Board believes that leadership of both the Board and the Company by Mr. Winemaster is the optimal structure to guide the Company and maintain the focus needed to achieve our business goals. The Board also believes there is an effective balance between strong Company leadership and appropriate oversight by independent directors.

Because Mr. Winemaster serves as both our Chairman and as our CEO, the non-management directors have designated Kenneth W. Landini, who is neither an officer nor an employee of the Company, for use atto serve as “Lead Outside Director.” Although the Special Meeting to be held at 3:30 p.m., Central Time, onAugust 25, 2011, atBoard has determined that Mr. Landini does not meet the officesapplicable independence requirements of The NASDAQ Stock Market, the Board believes that, given his long history with, and deep knowledge of, the Company 655 Wheat Lane, Wood Dale, Illinois 60191, and its management, and in light of the Company’s recent transition to public company status and establishment of a majority-independent Board, Mr. Landini is the best candidate to serve as the Company’s Lead Outside Director at any adjournments or postponements thereof. Pursuantthis time. As Lead Outside Director, Mr. Landini is responsible for (i) presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of non-management directors, (ii) serving as a liaison between the Chairman of the Board and the non-management directors, (iii) approving information sent to the termsBoard as a whole, (iv) calling meetings of non-management directors, (v) approving meeting agendas for the Board, (vi) approving meeting schedules for the Board and, (vii) if requested by significant stockholders of the Private Placement Purchase Agreement (as definedCompany, being available for consultation and described below),direct communication with such stockholders (subject to compliance with applicable Company policies). As CEO, Mr. Winemaster manages and directs the day-to-day operations of the Company agreedand is responsible for leading strategic business decisions. As Chairman, Mr. Winemaster also serves as a member of the Board and is the primary liaison between the Board and our management. Under our corporate governance guidelines, the Board has the discretion to, fileand may in the future, determine that another leadership structure is appropriate.

What is the Board’s role in risk oversight?

From time to time, we are exposed to risks, including strategic, operational, financial, legal, regulatory and compliance risks. The Board as a whole, as well as the committees thereof, is responsible for overseeing our risk management process and evaluating whether this process, as designed, is adequate to effectively manage the risks that we face. Our management is responsible for developing and implementing the Company’s plans and processes for risk management and is responsible for preparing and delivering reports directly to the Audit Committee and the Board with respect to risk management.

Throughout the Securitiesyear, the Board and Exchange Commission (“SEC”),the committees to which it has delegated responsibility will conduct risk assessments and deliverdiscuss identified risk and how to eliminate or mitigate such risks, within such areas as operational, financial performance, financial reporting, legal, regulatory and strategic. The Board will review with management its plans and processes for managing risk. In addition, while our Board is ultimately responsible for overseeing our risk management, the committees of our Board will assist the Board in fulfilling this responsibility by evaluating and assessing risks within their respective areas of responsibility and advising the Board of any significant risks.

For example, the recently-formed Audit Committee will focus on assessing and mitigating financial reporting risks, including risks related to internal control over financial reporting. The newly-formed Compensation Committee will consider risks relating to the Company’s shareholderscompensation programs and policies, and evaluate whether our compensation programs are designed so employees are incentivized to make decisions that lead to long-term value for our stockholders, without encouraging excessive risk-taking.

What are the committees of recordthe Board and what are their functions?

The Board has established two standing committees: an Audit Committee and a Compensation Committee. Each of these committees consists of only non-employee directors. The current members of the committees are identified in the table below.

Audit Committee

The current members of our Audit Committee are Kenneth Landini, Jay Hansen and Mary Vogt, each of whom qualifies as ofAugust 9, 2011, this proxy statementan “audit committee financial expert” as defined in SEC rules under the Sarbanes-Oxley Act of 2002. Our Board has determined that each of Mr. Hansen and Ms. Vogt meet the independence requirements for audit committee members of The NASDAQ Stock Market, and has determined that Mr. Landini does not meet such requirements. After carefully considering the purposematter, the Board determined that, in light of submittingthe Company’s relatively new public company status and the relatively recent appointment to the Company’s shareholdersBoard of Mr. Hansen and Ms. Vogt, and given Mr. Landini’s accounting expertise, long history with, and deep knowledge of, the approvalCompany and its management, and his willingness to devote substantial time to Audit Committee matters, Mr. Landini would be the best person to serve as the chair of (1) the Migratory Merger, (2)Audit Committee at the 1-for-32 reverse stock splitpresent time. The Audit Committee exercises oversight responsibility regarding the quality and integrity of our accounting and financial reporting processes and the auditing of our financial statements. In fulfilling this responsibility, the Audit Committee, among other things, selects the independent auditors, pre-approves any audit or non-audit services to be provided by the independent auditors, reviews the results and scope of the annual audit performed by the auditors and assesses processes related to risks and the control environment. The Audit Committee reports to the full Board regarding all of the issuedforegoing. The Audit Committee operates pursuant to a written charter that is posted on our website atwww.powersint.comin the “Corporate Governance” section. Because the Audit Committee was not established until January 2012, it did not hold any meetings in fiscal 2011. See “Audit Committee Matters.”

Compensation Committee

The current members of our Compensation Committee are H. Samuel Greenawalt, Jay J. Hansen and outstanding sharesMary E. Vogt, each of whom meet the independence requirements of The NASDAQ Stock Market. The Compensation Committee has the primary responsibility for reviewing and approving corporate goals and objectives relevant to executive compensation, evaluating executive performance, reviewing our executive policies and reporting and making recommendations to the full Board regarding executive compensation. The full Board makes all final determinations (other than with respect to equity awards) regarding executive compensation based upon the recommendations of the Company’s common stock (the “Reverse Split”), (3)Compensation Committee. The Compensation Committee also has responsibility for administering the Charter Amendments and (4) any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split.

Reverse Recapitalization

On April 29, 2011, The W Group completed a reverse acquisition transaction (the “Reverse Recapitalization”) with Format, Inc. (which was renamed Power Solutions International, Inc. 2012 Incentive Compensation Plan (the “2012 Plan”) (prior, which is being submitted for approval at this Annual Meeting (see Proposal No. 2 below), determining the number of equity-based awards to be granted to our executive officers, non-employee directors and employees pursuant to the consummation2012 Plan, and reporting to the full Board regarding the foregoing matters. The Compensation Committee operates pursuant to a written charter that is posted on our website atwww.powersint.comin the “Corporate Governance” section. Because the Compensation Committee was not established until April 2012, it did not hold any meetings in fiscal 2011 and did not engage (nor did the Company otherwise engage) any compensation consultants during fiscal 2011.

How are nominees for the Board selected?

Because we do not currently have a standing nominating committee, our full Board participates in the consideration of director nominees. The Board considers many factors when evaluating candidates for election to the Board, including that the proper skills, experiences and competencies are represented on the Board and its committees and that the composition of the Reverse Recapitalization sometimes referredBoard and each such committee satisfies applicable legal requirements. Among other criteria, the Board considers a candidate’s independence; ability to hereinexercise business judgment; and applicable industry knowledge and experience, other relevant business or professional experience and the ability to offer our management meaningful advice and guidance based on that experience; as “Format”),well as core competencies or technical expertise necessary for our committees. Additionally, while the Board does not have a formal policy mandating the consideration of diversity in which PSI Merger Sub, Inc., newly-createdidentifying or evaluating director nominees, directors or the Board as a wholly-owned subsidiarywhole, under our Corporate Governance Guidelines, the Board considers factors such as diversity when evaluating directors, director candidates and the overall composition of Format, mergedthe Board, with diversity being broadly understood by the Board to mean a variety of opinions, perspectives, personal and intoprofessional experiences and backgrounds, including gender, race and ethnicity differences, as well as other differentiating characteristics. The W Group,director qualification standards that the Board uses when considering candidates are included in the Corporate Governance Guidelines available on our website atwww.powersint.com in the “Corporate Governance” section. The Board considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a nominee. However, the Board does believe that all members of the Board should have the highest personal and professional ethics, a commitment to representing the long-term interests of the stockholders and sufficient time to devote to Board matters.

The W Group remainedBoard considers candidates for the Board from any reasonable source, including stockholder recommendations and recommendations from current directors and executive officers. The Board does not evaluate candidates differently based on who has proposed the candidate. After considering candidates and assessing any material relationships with the Company or third parties that might adversely impact independence and objectivity, as well as such other criteria as the surviving corporation ofBoard determines to be relevant at the merger. Astime, the Board determines which candidates to nominate.

How can a result, The W Group becamestockholder recommend a wholly-owned subsidiarycandidate for nomination as a director of Power Solutions International, Inc.?

Format was incorporated inStockholders who wish to nominate a qualified director candidate should write to us at our principal executive offices. The procedures to submit stockholder proposals and candidates for nomination for director to the State of Nevada on March 21, 2001Board for the purpose of providing EDGARizing services to various commercial and corporate entities. Immediately prior to the consummation of the Reverse Recapitalization, Format was engaged, to a limited extent, in EDGARizing corporate documents for filing with the SEC, and providing limited commercial printing services, and had assets that included cash, rights under a services agreement with Format’s sole customer (which agreement was terminated in connection with the Reverse Recapitalization), a real property lease pursuant to which Format leased its sole office space (which lease was transferred to Ryan Neely in connection with the Reverse Recapitalization) and depreciated office equipment located in Format’s transferred, leased office space. Due to the nominal operations and assets of Format immediately prior to the consummation of the Reverse Recapitalization and related transactions, this reverse acquisition transaction is accounted for as a recapitalization.

The Reverse Recapitalization was consummated under Delaware corporate law pursuant to an agreement and plan of merger, dated as of April 29, 2011 (the “Reverse Recapitalization Agreement”). All of the outstanding shares of common stock of The W Group held by the three stockholders of The W Group at the closing of the Reverse Recapitalization converted into an aggregate of 10,000,000 shares of Common Stock and 95,960.90289 shares of Preferred Stock. These shares represented a substantial majority of the shares of Common Stock and shares of Preferred Stock outstanding immediately following the consummation of the Reverse Recapitalization. For a detailed description of the Preferred Stock, see “Description of Series A Convertible Preferred Stock” below.

In connection with the Reverse Recapitalization, Format entered into a stock repurchase and debt satisfaction agreement (the “Repurchase Agreement”) with Ryan Neely, Format’s sole director and executive officer immediately prior to the closing of the Reverse Recapitalization, and his wife, Michelle Neely. Pursuant to the Repurchase Agreement, at the time of consummation of the Reverse Recapitalization, (1) Format repurchased 3,000,000 shares of Common Stock from Ryan Neely and Michelle Neely, which represented approximately 79.57% of the shares of Common Stock outstanding immediately prior to the consummation of the Reverse Recapitalization, and immediately thereafter we cancelled those shares, and (2) Ryan Neely and Michelle Neely terminated all of their right, title and interest in and to, and released Format from any and all obligations Format had with respect to, the loans made by Ryan Neely and Michelle Neely to Format from time to time (which, as of April 29, 2011, was $114,156 in principal amount), in exchange for aggregate consideration of $360,000 (collectively, the “Stock Repurchase”). In addition, Ryan and Michelle Neely released Format from any obligations Format had to them in respect of any other amounts (including any accrued compensation) that may have at any time been owing from Format prior to the closing of the Reverse Recapitalization. In connection with, but prior to, the closing of the Reverse Recapitalization, Format used all of its available cash to settle remaining liabilities that Format had prior to the completion of the Reverse Recapitalization. These included amounts owed to Format’s accountants, independent auditors and legal counsel; provided that Format’s legal counsel agreed to release Format from its obligation to pay a portion of legal fees incurred by Format in connection with the Reverse Recapitalization and related transactions. Further, in connection with, but prior to, the closing of the Reverse Recapitalization, Format entered into a termination agreement, pursuant to which Format terminated its services agreement with its sole customer. In connection with, but prior to, the closing of the Reverse Recapitalization, Format also transferred to Ryan Neely all of its rights and obligations under the real property lease relating to Format’s sole office space.

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As a result of the Reverse Recapitalization, the Company has succeeded to the business of The W Group, and is now engaged, through The W Group, in the business of developing, manufacturing, distributing and supporting integrated power systems for off-highway industrial market applications and equipment of original equipment manufacturers. The W Group’s power systems include alternative fuel and standard fuel power systems ranging from under 1 liter to over 22 liters, that meet, and in many cases produce emissions at levels significantly lower than those required by, emission standards of the United States Environmental Protection Agency and the California Air Resources Board.

Private Placement

Concurrently with the closing of the Reverse Recapitalization, on April 29, 2011, the Company entered into a purchase agreement (the “Private Placement Purchase Agreement”) with 29 accredited investors and issued to these investors an aggregate of 18,000 shares of Preferred Stock, together with warrants to purchase an aggregate of 24,000,007 shares of Common Stock (the “Private Placement Warrants”), at an exercise price of $0.40625 per share (subject to adjustment as set forth in the Private Placement Warrants), for a purchase price of $1,000 per share and related warrant (the “Private Placement”). The shares of Preferred Stock issued in the Private Placement are convertible into an aggregate of 48,000,007 shares of Common Stock, subject to limitations on conversion, and upon the terms and conditions, set forth in the Certificate of Designation. In connection with the Private Placement, the Company also issued to Roth Capital Partners, LLC, as compensation for its role as placement agent in connection with the Private Placement, a warrant to purchase 3,360,000 shares of Common Stock (the “Roth Warrant”), subject to limitations on exercise set forth in the Roth Warrant, at an exercise price of $0.4125 per share (subject to adjustment as set forth in the Roth Warrant). The Company received total gross proceeds of $18,000,000 in consideration for the sale of the shares of Preferred Stock and the Private Placement Warrants in the Private Placement. For a detailed description of the Preferred Stock, including the limitations on conversion and the adjustment provisions, see “Description of Series A Convertible Preferred Stock” below; for a detailed description of the Private Placement Warrants, including the limitations on exercise and the adjustment provisions, see “Description of the Private Placement Warrants” below; and for a detailed description of the Roth Warrant, including the limitations on exercise and the adjustment provisions, see “Description of the Roth Warrant” below.

As of August 9, 2011, on a fully diluted basis, assuming each share of Preferred Stock had converted into, and each of the Private Placement Warrants and the Roth Warrant had been exercised for, shares of Common Stock (but subject to the limitations on conversion of the Preferred Stock set forth in the Certificate of Designation and the limitations on exercise set forth in the Private Placement Warrants and the Roth Warrant), the shares of Common Stock issued and issuable to Gary Winemaster, Kenneth Winemaster, Thomas Somodi and Kenneth Landini represent (1) approximately 86.11% of the outstanding shares of Common Stock, without giving effect to the Reverse Split, and (2) approximately 77.74% of the outstanding shares of Common Stock, giving effect to the Reverse Split. Accordingly, the consummation of the Reverse Recapitalization, the Private Placement and the Stock Repurchase resulted in a change of control of the Company.

The fully diluted percentage of outstanding shares held by these shareholders decreases when giving effect to the Reverse Split because these individuals hold both shares of Common Stock and Preferred Stock (which Preferred Stock fully converts into shares of the common stock of PSI Delaware automatically upon the consummation of the Migratory Merger and the Reverse Split), while the investors in the Private Placement hold shares of Preferred Stock and Private Placement Warrants (which Private Placement Warrants become exercisable upon the consummation of the Migratory Merger and the Reverse Split). On the other hand, for these reasons, the fully diluted percentage of outstanding shares held by the investors in the Private Placement increases when giving effect to the Reverse Split. Upon the consummation of the Reverse Split, holders of Common Stock that do not hold any shares of Preferred Stock or Private Placement Warrants will incur a substantial decrease in their voting power and will own a significantly smaller percentage of the outstanding shares of Common Stock relative to their percentage ownership of outstanding shares of Common Stock prior to the Reverse Split.

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Migratory Merger, Charter Amendments and Voting Agreements

Pursuant to the terms of the Reverse Recapitalization and the Private Placement, we agreed to consummate, and in connection with the consummation of the Reverse Recapitalization and the Private Placement the Board approved, the Migratory Merger and the Reverse Split. The parties agreed that the Reverse Split may be effected through the consummation of the Migratory Merger, whereby each 32 shares of Common Stock will be exchanged for one share of common stock of the surviving entity in the Migratory Merger. As contemplated by Proposal No. 4 below, the Reverse Split will be effected through the consummation of the Migratory Merger. The consummation of the Migratory Merger will constitute the Reverse Split for all purposes, as contemplated by the transaction documents entered into in connection with the consummation of the Reverse Recapitalization and the Private Placement. Consummation of the Migratory Merger is conditioned upon shareholder approval of the Charter Amendments. See “Proposal No. 4 – Consequences of Shareholder Vote – Consequences of Shareholder Vote if this Proposal No. 4 is not Approved” below for a description of payments we will be required to make to investors, pursuant to the terms of the Private Placement Purchase Agreement, in the event the shareholders meeting at which our shareholders will be asked to approve the Migratory Merger and the Reverse Split is not held by a specified date and/or the Migratory Merger and the Reverse Split are not effected on or prior to a specified date.

In connection with the Reverse Recapitalization and the Private Placement, each of our shareholders that is also one of our executive officers and/or directors entered into a voting agreement (collectively, the “Voting Agreements”), pursuant to which such person agreed to vote his shares of our common stock and Series A Convertible Preferred Stock, as applicable, in favor of the Migratory Merger, the Reverse Split and any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split, including the Charter Amendments. The Voting Agreements may not be amended or terminated without our consent and without the consent of each of the individual parties thereto and the holders of 66 2/3% of the outstanding Preferred Stock. A proxy is granted to Messrs. David M. Greenhouse and Austin W. Marxe pursuant to each of the Voting Agreements; however, the voting power granted by each proxy is limited to votes involving the Migratory Merger, the Reverse Split and any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split. Further, the proxy is only exercisable if an individual subject to a Voting Agreement fails to honor the terms of the Voting Agreement.

The securities held by persons who entered into Voting Agreements represented, as of August 9, 2011, approximately 86.11% of the total voting power of the outstanding capital stock of the Company (giving effect to the limitations on conversion of the Preferred Stock set forth in the Certificate of Designation). Accordingly, shareholder approval of the Migratory Merger and the Charter Amendments is assured. The Company expects that the investors in the Private Placement will also vote in favor of the Migratory Merger (including the Reverse Split effectuated as part of the Migratory Merger) and the Charter Amendments, given that they required the Company to effect the Migratory Merger and the Reverse Split pursuant to agreements entered into in connection with the Private Placement. The securities held by investors in the Private Placement represented, as of August 9, 2011, approximately 12.32% of the total voting power of the outstanding capital stock of the Company (giving effect to the limitations on conversion of the Preferred Stock set forth in the Certificate of Designation).

Description of Series A Convertible Preferred Stock

In accordance with the Company’s articles of incorporation (the “Nevada Articles”), the Board approved the filing of the Certificate of Designation designating and authorizing the issuance of up to 114,000 shares of Preferred Stock. As of August 9, 2011, the record date for the Special Meeting, an aggregate of 113,960.90289 shares of the Preferred Stock were issued and outstanding.

Each share of Preferred Stock is convertible into shares of Common Stock at any time at the election of the holder, subject to limitations on conversion set forth in the Certificate of Designation (as described below), at a conversion price of $0.375 per share. This conversion price is subject to adjustments for non-cash dividends, distributions, stock splits or other subdivisions or reclassifications of the Common Stock. The Preferred Stock is also subject to full-ratchet anti-dilution protection. This means that when shares of Common Stock are issued (or are deemed to be issued) at a price below the then-current conversion price of the Preferred Stock (but not based upon the trading price of the Common Stock), subject to certain exceptions, the conversion price of the Preferred Stock will be reduced to the effective price at which the shares of Common Stock are issued (or are deemed to be issued). Giving effect to the Reverse Split as if it occurred immediately following the closing of the Reverse Recapitalization and the Private Placement, the conversion price at which each share of Preferred Stock would convert into shares of Common Stock would be $12.00 per share.

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Prior to the Reverse Split, the holders of Preferred Stock will have the right to receive an aggregate of 38,152,908 shares of Common Stock upon conversion of the Preferred Stock, which amount is equal to 50,000,000 authorized shares of Common Stock less 110% of the 10,770,083 shares of Common Stock outstanding as of the closing of the Reverse Recapitalization. Prior to the Reverse Split, each holder of Preferred Stock will have the right to receive its pro rata portion of such shares of Common Stock issuable upon conversion of such holder’s shares of Preferred Stock. The purpose of this limitation on conversion is to ensure that we are not obligated to issue any shares of Common Stock above the number of shares of Common Stock which we are authorized to issue. We are obligated at all times prior to the effectiveness of the Migratory Merger to reserve and keep available out of our authorized but unissued shares of Common Stock the maximum number of shares of Common Stock issuable upon conversion of the Preferred Stock, subject to the limitations on conversion described above, solely for the purpose of effecting the conversion of shares of Preferred Stock.

Immediately following the effectiveness of the Reverse Split, each issued and outstanding share of Preferred Stock will automatically convert into a number of shares of Common Stock equal to $1,000 divided by $12.00, the conversion price for the Preferred Stock giving effect to the adjustment resulting from the Migratory Merger. Accordingly, there will be no issued and outstanding shares of Preferred Stock following the effectiveness of the Reverse Split.

The Private Placement Purchase Agreement also contains the following provision, which may be deemed to be a form of anti-dilution protection: if prior to the earlier of (1) the second anniversary of the date on which the registration statement for the shares of Common Stock underlying the Preferred Stock and the Private Placement Warrants becomes effective and (2) 180 days after the closing of a firm commitment public underwritten offering of equity securities resulting in gross proceeds of not less than $15.0 million, the Company issues equity securities in a public or private offering (or series of related offerings) resulting in gross proceeds of at least $5.0 million at or below an effective price per share of $0.375, subject to adjustment for stock splits, stock dividends or other reclassifications or combinations of the Common Stock (which effective price per share will, accordingly, be $12.00 immediately following the effectiveness of the Migratory Merger and the Reverse Split), the Company will have to issue to each investor in the Private Placement (1) additional shares of Common Stock so that after giving effect to such issuance, the effective price per share of Common Stock acquired by such investors in the Private Placement will be equal to the effective price per share in such offering and (2) additional Private Placement Warrants covering a number of shares of Common Stock equal to 50% of the shares of Common Stock issued pursuant to clause (1) above.

Each holder of a share of Preferred Stock is entitled to vote with the holders of Common Stock as a single class on all matters voted on by holders of Common Stock. Each share of Preferred Stock entitles the holder to cast the number of votes equal to the total number of votes which could be cast in such vote by a holder of the number of shares of Common Stock into which such shares of Preferred Stock are convertible as of the date immediately prior to the record date for such vote. Accordingly, the 113,960.90289 shares of Preferred Stock outstanding as of the record date entitle their holders to cast an aggregate of 38,152,908 votes, or approximately 335 votes per share of Preferred Stock, giving effect to the limitations on conversion of the Preferred Stock set forth in the Certificate of Designation.

Upon any liquidation, dissolution or winding up of the Company, each holder of Preferred Stock will be entitled to be paid a “Preferred Liquidation Preference” for each share of Preferred Stock held by such holder before any distribution or payment is made upon our common stock. For each share of Preferred Stock held by such holder, the Preferred Liquidation Preference will be an amount in cash equal to the sum of $1,000 plus the amount of any declared or accrued but unpaid dividends on such share of Preferred Stock as of the date of such liquidation, dissolution or winding up of the Company, and such holder will not be entitled to any further payment.

No dividends are payable on the Preferred Stock, except in two specific situations. First, if we pay dividends on the Common Stock, the Preferred Stock will participate as if, for purposes thereof, each share of Preferred Stock had converted into shares of Common Stock after giving effect to the Reverse Split (i.e., without giving effect to the limitations on conversion of the Preferred Stock) as of the date immediately prior to the record date for such dividend. Additionally, in the event the Reverse Split is not effective on or prior to August 27, 2011, each share of Preferred Stock will entitle its holder to receive, when, as and if declared by the Board, non-cumulative cash dividends, accruing on a daily basis from August 27, 2011, through and including the date on which such dividends are paid, at the annual rate of 2% of the Preferred Liquidation Preference.

The holders of Preferred Stock are not entitled to any preemptive, subscription, redemption or other similar rights, and we do not have any right to redeem the Preferred Stock. All issued and outstanding shares of Preferred Stock are fully-paid and non-assessable.

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Description of the Private Placement Warrants

For every share of Common Stock issuable upon conversion of Preferred Stock purchased in the Private Placement, each investor in the Private Placement also received a warrant to purchase one-half of a share of Common Stock, at an exercise price of $0.40625 per share, subject to adjustment for non-cash dividends, distributions, stock splits or other reorganizations or reclassifications of the Common Stock. The Private Placement Warrants are also subject to full ratchet anti-dilution protection similar to the anti-dilution provisions of the Preferred Stock set forth in the Certificate of Designation (as discussed above). As described in further detail above, pursuant to the Private Placement Purchase Agreement, under specified circumstances additional Private Placement Warrants may be issued to the investors in the Private Placement upon the Company’s issuance of equity securities in one or a series of related offerings at an effective price per share of Common Stock at or below an effective price per share of $0.375 (subject to adjustment for stock splits, stock dividends or other reclassifications or combinations of the Common Stock) and, accordingly, immediately following the effectiveness of the Migratory Merger and the Reverse Split, this effective price per share will be $12.00. See “Description of Series A Convertible Preferred Stock” above for a detailed description of this anti-dilution provision. The Private Placement Warrants represent the right to purchase an aggregate of 24,000,007 shares of Common Stock; however, the Private Placement Warrants are not exercisable prior to the effectiveness of the Reverse Split and will expire on April 29, 2016. Giving effect to the Reverse Split, as if it occurred immediately following the closing of the Reverse Recapitalization and the Private Placement, the Private Placement Warrants would represent the right to purchase an aggregate of 750,002 shares of Common Stock, at an exercise price of $13.00 per share. At any time beginning six months after the closing of the Private Placement at which the Company is required to register the shares issuable upon exercise of the Private Placement Warrants pursuant to the registration rights agreement entered into in connection with the Private Placement, but such shares may not be freely sold to the public, the Private Placement Warrants may be “cashlessly” exercised by their holders. The warrantholders may “cashlessly” exercise the Private Placement Warrants by causing the Company to withhold a number of shares of Common Stock otherwise issuable upon such exercise having a value, based on the market price of the Common Stock, equal to the aggregate exercise price associated with such exercise. In other words, in such circumstances, the exercise of the Private Placement Warrants will occur without any cash being paid by the holders of the Private Placement Warrants.

The Private Placement Warrants further include a requirement that, from and after the effective date of the Reverse Split, we will keep reserved out of the authorized and unissued shares of Common Stock sufficient shares to provide for the exercise of the Private Placement Warrants.

Description of the Roth Warrant

Concurrently with the closing of the Reverse Recapitalization, we issued to Roth Capital Partners, LLC, as compensation for its role as placement agent in the Private Placement, the Roth Warrant. The Roth Warrant represents the right to purchase an aggregate of 3,360,000 shares of Common Stock, subject to limitations on exercise set forth in the Roth Warrant, at an exercise price of $0.4125 per share, subject to adjustment for non-cash dividends, distributions, stock splits or other reorganizations or reclassifications of the Common Stock. The Roth Warrant is not, however, subject to price-based anti-dilution provisions like those set forth in the Private Placement Warrants (whereby, upon the issuance (or deemed issuance) of shares of Common Stock at a price below the then-current exercise price of the Private Placement Warrants, subject to specified exceptions, the exercise price of the Private Placement Warrants will be reduced to the effective price of Common Stock so issued (or deemed to be issued)) nor to the provisions in the Private Placement Purchase Agreement that provide for the issuance of additional shares of Common Stock and Private Placement Warrants under specified circumstances and which may be deemed to be an additional form of price-based anti-dilution (see “General Information – Description of Series A Convertible Preferred Stock” above). The Roth Warrant is not exercisable prior to the effectiveness of the Reverse Split and will expire on April 29, 2016. Giving effect to the Reverse Split, as if it occurred immediately following the closing of the Reverse Recapitalization and the Private Placement, the Roth Warrant would represent the right to purchase an aggregate of 105,000 shares of Common Stock, at an exercise price of $13.20 per share. At any time following the effectiveness of the Reverse Split, the Roth Warrant may be “cashlessly” exercised by its holder. The holder of the Roth Warrant may “cashlessly” exercise the Roth Warrant by causing the Company to withhold a number of shares of Common Stock otherwise issuable upon such exercise having a value, based upon the market price of the Common Stock, equal to the aggregate exercise price associated with such exercise. In other words, in such circumstances, the exercise of the Roth Warrant will occur without any cash being paid by the holder of the Roth Warrant. The Roth Warrant includes a requirement that we reserve a sufficient number of shares of Common Stock solely for the purpose of effecting the exercise of the Roth Warrant into shares of Common Stock pursuant to the terms (and subject to the limitations) of the Roth Warrant.

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Officers and Directors

Prior to the closing of the Reverse Recapitalization and the Private Placement, Ryan Neely was the sole member of Format’s board of directors, and the only executive officer of Format. Our articles of incorporation and bylaws then in effect provided that Format’s board of directors had the authority to set the size of the Board from between one and 15 directors and, pursuant thereto, immediately prior to the consummation of the Reverse Recapitalization, the Stock Repurchase and the Private Placement, Format’s board of directors expanded the size of the Board to six members. Pursuant to the terms of our articles of incorporation, the Board is classified with respect to the terms for which its members will hold office by dividing the members into three classes, with the terms of the directors of one class expiring at each2013 annual meeting of our shareholders, subject tostockholders are described under the appointmentsection entitled “Miscellaneous and qualificationOther matters – Deadlines and Procedural Requirements for Submission of their successors.

Mr. Neely, asProxy Proposals and Nomination of Directors for the sole member of Format’s board of directors, approved the appointment of Gary Winemaster to fill one of the newly-created vacancies on the Board as a member of Class I of the Board, effective immediately following the closing of the Reverse Recapitalization and the Private Placement, and approved the appointments of (1) Thomas Somodi as a member of Class III of the Board, (2) each of Kenneth Winemaster and Kenneth Landini as a member of Class II of the Board, and (3) H. Samuel Greenawalt as a member of Class I of the Board, to fill the remaining vacancies on the Board, in each case effective as of the date (May 23, 2011) that was 10 days after the date on which we filed with the SEC and mailed to our shareholders an information statement in accordance with Rule 14f-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding such appointments (the “Information Statement Date”). In connection with such action, Mr. Neely designated himself as a member of Class III of the Board.

Concurrently with the appointment and designation by Mr. Neely of the new members of the Board in connection with the Reverse Recapitalization and the Private Placement, Mr. Neely appointed the following persons as the Company’s new executive officers, effective immediately following the closing of the Reverse Recapitalization and the Private Placement: Gary Winemaster – Chairman of the Board, Chief Executive Officer and President; Thomas Somodi – Chief Operating Officer and Chief Financial Officer, and Kenneth Winemaster – Senior Vice President and Secretary. These individuals held prior to the Reverse Recapitalization, and currently hold, the same positions with The W Group, our wholly-owned subsidiary through which we conduct our business; provided that Gary Winemaster was also appointed as our Chairman of the Board effective immediately following the closing of the Reverse Recapitalization and the Private Placement.

Prior to the closing of the Reverse Recapitalization and the Private Placement, Ryan Neely delivered his irrevocable resignation from each office held by him with Format, effective immediately following the closing of the Reverse Recapitalization and the Private Placement, and from the Board, effective on May 23, 2011, the Information Statement Date. On April 29, 2011, the Board accepted Mr. Neely’s resignation from the offices held by him with us, effective immediately following the closing of the Reverse Recapitalization and the Private Placement, and accepted his resignation from the Board effective on May 23, 2011.Next Year.”

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OVERVIEW OF PROPOSAL NOS. 1 THROUGH 4

Proposal Nos. 1, 2 and 3 (collectively, the “Charter Amendment Proposals”) are proposals to approve amendments to the Nevada Articles. Proposal No. 4 is a proposal to approve and adopt the agreement and plan of merger, by and between the Company and its newly-created, wholly owned subsidiary, PSI Delaware, and the merger of the Company with and into PSI Delaware pursuant to such agreement and plan of merger, which merger will (1) effect the Company’s reincorporation from Nevada to Delaware and (2) effect a 1-for-32 reverse stock split of all of the issued and outstanding shares of the Company’s common stock by converting each 32 shares of the Company’s outstanding common stock into one share of common stock of PSI Delaware.

Pursuant to the Private Placement Purchase Agreement, we agreed to a form of Certificate of Incorporation for PSI Delaware, the surviving corporation in the Migratory Merger. The certificate of incorporation of PSI Delaware (the “Delaware Certificate”), which will continue to be the certificate of incorporation of PSI Delaware, the surviving corporation in the Migratory Merger, contains provisions similar to those contemplated by the Charter Amendment Proposals. Proposal Nos. 1, 2 and 3 are being presented to the shareholders of the Company pursuant to the SEC’s interpretation of Rule 14a-4(a)(3), also known as the “Unbundling Rule.” If provisions of a corporation’s charter not previously part of such corporation’s charter will become applicable as a result of a transaction, and shareholder approval of the proposed changes would be required if the proposed changes were presented on their own, the SEC has interpreted the Unbundling Rule to require each affected provision (or group of related affected provisions) to be set forth as a separate proposal. To comply with such interpretation, we are proposing to first amend the Nevada Articles to be consistent with material provisions of the Delaware Certificate that differ materially from provisions in the Nevada Articles addressing substantially similar matters.

The Charter Amendment Proposals reflect only significant changes from the Nevada Articles reflected in the Delaware Certificate (other than those changes resulting solely from differences in Nevada and Delaware law) that would require the approval of our shareholders if effected separately from the Migratory Merger. For additional information on differences between the rights of shareholders before and after the Migratory Merger, please see “Proposal No. 4 – Comparison of Shareholder Rights Before and After the Migratory Merger” below.

The approval of each of Proposal Nos. 1, 2 and 3 is a necessary predicate to the Migratory Merger, which will be effected through Proposal No. 4, and each proposal is conditioned upon the approval of each of the other proposals to be voted upon by the shareholders of the Company at the Special Meeting. In the event any one or more of the proposals set forth in this proxy statement are not approved by our shareholders at the Special Meeting, none of the proposals are expected to become effective and the Migratory Merger will not be consummated. However, pursuant to the Voting Agreements (as discussed above), persons who hold, in the aggregate, a substantial majority of the voting power of the outstanding capital stock of our company are required to vote in favor of each of the Proposals. Accordingly, approval of each of Proposal Nos. 1, 2, 3 and 4 is assured. The Company expects that the investors in the Private Placement will also vote in favor of the Migratory Merger (including the Reverse Split effectuated as part of the Migratory Merger) and the Charter Amendments, given that they required the Company to effect the Migratory Merger and the Reverse Split pursuant to the Private Placement Purchase Agreement.

PROPOSAL NO. 1

APPROVALELECTION OF AMENDMENT TO NEVADA ARTICLES TO DECLASSIFY THE BOARD AND MODIFY THE PROVISIONS RELATING TO DIRECTOR REMOVAL AND FILLING OF VACANCIES ON THE BOARDDIRECTORS

Proposed Amendment

The Board currently consists of five (5) directors. Article TenthFifth of the Nevada Articles governs the election and removalour Certificate of directors of the Company. Such Article Tenth currentlyIncorporation provides that the Board is classified with respect to the terms for which its members will hold office by dividing the members into three classes, with the terms of the directors of one class expiring at each annual meeting of the Company’s shareholders, subject to the appointmentbusiness and qualification of their successors. Currently, the term of service on the Board for directors in (1) Class I will expire at the 2013 annual meeting of shareholders, (2) Class II will expire at the 2012 annual meeting of shareholders, and (3) Class III will expire at the 2011 annual meeting of shareholders, in each case subject to the appointment and qualification of their successors. The Nevada Articles further provide that any director or the entire Board may be removed, but only for cause and only by the affirmative vote of the holders of seventy-five percent (75%) or more of the outstanding shares of capital stockaffairs of the Company entitled to vote generally inshall be managed by, or under the electiondirection of, a board of directors cast at a shareholder meeting. In addition, the Nevada Articles provide that any vacancies in the Board for any reason, and any directorships resulting from any increase in the numberconsisting of directors, may be filled by a majority of the directors on the Board, althoughno less than a quorum.

Proposal No. 1 is an amendment to Article Tenth of the Nevada Articles which would (1) declassify the Board, (2) provide that directors may be removed, with or without cause, by two-thirds of the total voting power of the outstanding capital stock of the Company entitled to vote generally in the election of directorsfive (5) and (3) provide that vacancies on the Board may be filled by, in addition to a majority of the Company’s directors, the

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Company’s shareholders and that any vacancies on the Board resulting from the removal of a director may only be filled by the Company’s shareholders. If the amendment contemplated by this Proposal No. 1 is approved, Sections (b) and (c) of Article Tenth of the Nevada Articles will be amended and restated in their entirety and replaced with the following:

“(b)no more than eleven (11) directors. Each director shall holdholds office for a one-year term until the next annual meeting of stockholders and until his or her successor shall be elected and qualified, subject, however,qualified. At the Annual Meeting, each of Gary S. Winemaster, Kenneth W. Landini, H. Samuel Greenawalt, Jay J. Hansen and Mary E. Vogt is to prior death, resignation, retirement or removal from office. Vacancies on the Board of Directors and newly-created directorships may be filled by the Board of Directors or the stockholders; provided, however, that any vacancy resulting from the removal of a director may only be filled by the stockholders. Notwithstanding the foregoing and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of this corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of stockholders. Subject to the foregoing, at each annual meeting of stockholders the successors of the directors whose terms shall then expire shall be elected to hold office for a term of one year expiring at the next annual meeting2013 Annual Meeting of stockholders.

(c) Notwithstanding any other provisions of these Articles of Incorporation or the bylaws of the corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the bylaws of this corporation), any director or the entire Board of Directors may be removed at any time, with or without cause, by the holders of at least two-thirds of the total voting power of the outstanding capital stock of this corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders of this corporation called for that purpose. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of this corporation, the provisions of section (c) of this article shall not apply with respect to the director or directors elected by such holders of Preferred Stock.”

Consequences of Shareholder Vote

As noted above, the Charter Amendment Proposals, including Proposal No. 1, will amend the Nevada Articles to conform certain material provisions of the Nevada Articles to similar provisions of the Delaware Certificate. However, although the threshold for removal of directors from the board of directors under the Delaware Certificate is a majority of the votes regularly entitled to vote at an election of directors, the threshold of two-thirds of the total voting power of the outstanding capital stock of the Company required to remove directors contemplated by the proposed amendment to the Nevada Articles included in Proposal No. 1 is the minimum percentage permitted for director removal under Nevada law. If the Migratory Merger is consummated, the applicable threshold for removal of directors will be a majority of the votes regularly entitled to vote at an election of directors.

Subject to and conditioned upon the approval of each of the other proposals set forth in this proxy statement, if Proposal No. 1 is approved at the Special Meeting, the Nevada Articles will be amended to: (1) eliminate the classified structure of the Board, whereby the current term of office of each director will expire at the 2011 annual meeting of shareholders of the Company to be held later this year, and each director will thereafter be elected to hold office until the next annual meeting of shareholdersStockholders and until his or her successor isshall be elected and qualified, subject to his or her prior death, resignation, retirement or removal; (2) provide that directors may be removed, with or without cause, by two-thirds of the total voting power of the outstanding capital stock of the Company entitled to vote generally in the election of directors; and (3) provide that vacancies on the Board may be filled by, in addition to a majority of the Company’s directors, the Company’s shareholders and that any vacancies on the Board resulting from the removal of a director may only be filled by the Company’s shareholders. In general, opponents of classified boards believe that the annual election of directors is the primary means for shareholders to influence corporate governance and an annual election enables shareholders to hold all directors accountable on an annual basis, rather than over a three-year period. The other amendments to Article Tenth of the Nevada Articles are also considered to be “shareholder-friendly” provisions which may have the effect of enhancing director accountability to shareholders and strengthening the impact that shareholders may have on the Company’s corporate governance practices.qualified.

Reasons for Recommended Change

For a description of the reasons for the proposed amendments to the Nevada Articles contemplated by the proposals set forth in this proxy statement, including Proposal No. 1, see “Reasons for Amendments to the Nevada Articles Contemplated by the Charter Amendment Proposals” below.

Recommendation of the Board

The Board has unanimously approved, and recommends that the Company’s shareholders approve, the amendments to the Nevada Articles contemplated by this Proposal No. 1.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERSSTOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1 TO AMEND ARTICLE TENTHIN FAVOR OF THE NEVADA ARTICLESELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT TO DECLASSIFY THE BOARD AND MODIFY THE PROVISIONS RELATING TO DIRECTOR REMOVAL AND FILLING OF VACANCIES ON THE BOARD.SERVE AS OUR DIRECTORS FOR A ONE-YEAR TERM. See “Nominees” below.

If at the time of the Annual Meeting a nominee should be unable or declines to serve, the person named in the proxy will vote for such substitute nominee as the Board recommends, or vote to allow the vacancy created thereby to remain open until filled by the Board, as the Board recommends. The Board has no reason to believe that any nominee for election at the Annual Meeting will be unable or will decline to serve as a director if elected.

The following table lists the nominees for election to the Board, their ages, their positions with the Company, the year each was first elected as a director and the expiration of their current terms.

Below are the biographies for our director nominees, including information concerning their specific experiences, qualifications, attributes and skills that led the Board to conclude that the nominee should serve on the Board:

Nominees

Gary S. Winemaster has served as our Chief Executive Officer and President and as a director since 2001, and served as the Chief Executive Officer and President of Power Great Lakes (which, prior to the incorporation of our company in 2001, was the parent operating company of our business, and is currently our wholly-owned subsidiary) from 1992 until our incorporation in 2001. In connection with the reverse recapitalization, Mr. Winemaster was also appointed as the Chairman of the Board. Mr. Winemaster is a co-founder of our company, and has played a significant role in developing and expanding our presence as a distributor of alternative fuel spark-ignited and diesel power systems. Prior to serving in his role as Chief Executive Officer and President of our company and of Power Great Lakes, Mr. Winemaster served as the Vice President of Sales

for Power Great Lakes. Prior to founding our company, Mr. Winemaster worked in sales management for the European operations, with territory responsibility for the German, Scandinavian and Benelux markets, of Guardian Industries, a United States glass manufacturer. Mr. Winemaster holds a Bachelor of Science degree from the Wharton School at the University of Pennsylvania.

12Our board of directors believes that Mr. Winemaster, as our Chief Executive Officer and President and as a co-founder of our company, should serve as a director because of Mr. Winemaster’s unique understanding of the opportunities and challenges that we face and his in-depth knowledge about our business, including our customers, products, operations and key business drivers, and our long-term growth strategies, derived from his long service as our Chief Executive Officer and President.

Our board of directors believes that Mr. Landini should serve as a director because of his significant knowledge of our industry, his prior experience with our business and his financial expertise, which is important as our board of directors exercises its oversight responsibility regarding the quality and integrity of our accounting and financial reporting processes and the auditing of our financial statements.

H. Samuel Greenawalt has served as a director since 2001. Mr. Greenawalt has over 50 years of experience in the banking industry. Over the past 25 years, Mr. Greenawalt has served an instrumental advisory role in helping us achieve our growth initiatives and address our financial requirements. Since 2000, Mr. Greenawalt has served as a vice president of Sulfo Technologies, LLC, an automotive component service-provider, for which Mr. Greenawalt is also a partner and owner. From 1959 to 1995, Mr. Greenawalt served as executive vice president at Michigan National Bank, a mid-sized Midwestern bank. Mr. Greenawalt has served as a director of Williams Controls, Inc., a publicly held manufacturer of electronic throttle controls for commercial vehicles, since 1993 and currently serves as the chairman of the audit committee and as a member of the governance and nominating committee of the board of directors of Williams Controls. Mr. Greenawalt holds a Bachelor of Science degree from the Wharton School at the University of Pennsylvania, and is a graduate of the University of Wisconsin Banking School.

Our board of directors believes that Mr. Greenawalt should serve as a director because of his experience on the board of directors of another public company, which our board of directors believes is beneficial to us as we are moving forward as a public company, as well as Mr. Greenawalt’s relevant business experience and his extensive financial expertise, which he has acquired through his years of experience in the banking industry.

Jay J. Hansen was elected to our board of directors in 2011. Mr. Hansen is the co-founder of O2 Investment Partners, LLC, a private equity investment group focusing on small and middle market manufacturing, niche distribution, select service and technology businesses, and has served as the President of O2 Investment Partners, LLC since 2010. Prior to forming O2 Investment Partners, LLC, Mr. Hansen provided consulting services in the financial and manufacturing industries. From May 2003 through February 2006, Mr. Hansen served as the Vice President and Chief Financial Officer, and in 2006 he served as the Chief Operating Officer, of Noble International, Ltd., a supplier of automotive parts, component assemblies and value-added services to the automotive industry. Mr. Hansen holds a Bachelor of Science degree in Economics from the Wharton School at the University of Pennsylvania. Since 2005, Mr. Hansen has served as a member of the board of directors, and as the chairman of the audit committee thereof, of Flagstar Bancorp, a publicly held savings and loan holding company.

Our board of directors believes that Mr. Hansen should serve as a director because of his experience on the board of directors and the audit committee of another public company, as well as his significant knowledge of our industry and his financial expertise.

Mary Vogtwas elected to our board of directors in 2011. Ms. Vogt has served as the President of Home Access Health Corporation, a medical device manufacturer and specialty laboratory serving the disease management, wellness, managed care and consumer markets with its suite of laboratory self-testing products, since 2008, and as the Chief Financial Officer of Home Access from 2003 to 2008. From 1999 to 2003, Ms. Vogt served as an independent consultant assisting businesses in the manufacturing and e-commerce industries. Ms. Vogt also served, from 1995 to 1998, as the worldwide director of internal audit for the Leo Burnett Company, a full-service, multi-national advertising and marketing firm, and, from 1992 to 1995, as the Treasurer for Harley-Davidson Financial Services, a subsidiary of Harley-Davidson, Inc. and provider of wholesale and retail financing and insurance and insurance-related programs primarily to Harley-Davidson dealers and their retail customers. Ms. Vogt holds a degree in Economics and Management from Albion College.

Our board of directors believes that Ms. Vogt should serve as a director because of her relevant business experience in the manufacturing industry and her experience performing an audit function in a corporate setting, which is important as our board of directors exercises its oversight responsibility regarding the quality and integrity of our accounting and financial reporting processes and the auditing of our financial statements.

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO NEVADA ARTICLES TO PERMITPOWER SOLUTIONS INTERNATIONAL, INC. 2012 INCENTIVE

SHAREHOLDER ACTION BY WRITTEN CONSENTCOMPENSATION PLAN

Proposed Amendment

The Nevada Articles currently provideWe are requesting that no action requiredour stockholders vote in favor of adopting the Power Solutions International, Inc. 2012 Incentive Compensation Plan (referred to be taken or which may be taken at any annual or special meeting of shareholdersin this proposal as the “2012 Plan”). On May 30, 2012, our Board adopted the 2012 Plan, subject to approval by our stockholders. If our stockholders approve the 2012 Plan, it will become effective as of the Corporation may be taken without a meeting, anddate upon which the power2012 Plan was approved by our Board. The description of shareholders to consent in writing, without a meeting, to the taking of any action is specifically denied. Proposal No. 2 is an amendment to Article Fourteenthcertain key features of the Nevada Articles which would permit the holders of shares of capital stock of the Company having a majority of the total votes represented by the outstanding shares of capital stock of the Company to act by written consent. If the amendment contemplated by this Proposal No. 22012 Plan is approved, Article Fourteenth of the Nevada Articles will be amended and restated in its entirety and replaced with the following:

“FOURTEENTH. Any corporate action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of the holders of shares of capital stock of the corporation having a majority of the total votes represented by the outstanding shares of capital stock of the corporation.”

Consequences of Shareholder Vote

Subject to and conditioned upon the approval of each of the other proposals set forth in this proxy statement, if Proposal No. 2 is approved at the Special Meeting, Article Fourteenth of the Nevada Articles will be amended to permit the holders of shares of capital stock of the Company having a majority of the total votes represented by the outstanding shares of capital stock of the Company to act by written consent. Limitations on shareholders’ rights to act by written consent are considered to have anti-takeover effects because such limitations may impede potential acquirors from completing a transaction beneficial to a company’s shareholders or delay changes in control of management or the board of directors. Furthermore, taking action by written consent in lieu of a meeting is a means through which shareholders can raise important matters outside of annual or special meetings.

As noted above, the Charter Amendment Proposals, including Proposal No. 2, will amend the Nevada Articles to conform certain material provisions of the Nevada Articles to similar provisions of the Delaware Certificate. If Proposal No. 2 is approved and the Nevada Articles are amended as contemplated by Proposal No. 2, the Nevada Articles will contain a provision permitting shareholder action by written consent identical to the corresponding provision of the Delaware Certificate.

Reasons for Recommended Change

For a description of the reasons for the proposed amendments to the Nevada Articles contemplated by the proposals set forth in this proxy statement, including Proposal No. 2, see “Reasons for Amendments to the Nevada Articles Contemplated by the Charter Amendment Proposals” below.

Recommendation of the Board

The Board has unanimously approved, and recommends that the Company’s shareholders approve, the amendment to the Nevada Articles contemplated by this Proposal No. 2.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 2 TO AMEND ARTICLE FOURTEENTH OF THE NEVADA ARTICLES TO PERMIT SHAREHOLDER ACTION BY WRITTEN CONSENT.

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PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO NEVADA ARTICLES TO INCREASE THE VOTING POWER

REQUIRED TO AMEND THE NEVADA ARTICLES

Proposed Amendment

The Nevada Articles currently provide that the Company may from time to time amend, alter, change or repeal any provision of the Nevada Articles. Pursuant to Nevada law, in general the Company may amend the Nevada Articles, upon adoption of a resolution by the Board and proposal to the Company’s shareholders, upon approval by shareholders holding shares representing at least a majority of the voting power of the Company. Proposal No. 3 is an amendment to Article Eighth of the Nevada Articles which would, in addition to the general requirements under Nevada law to amend the Nevada Articles, require the vote of the holders of at least 80% of the voting power of the shares entitled to vote generally in the election of directors to amend, alter or repeal, or to adopt any provision inconsistent with, Article Eighth, Article Tenth or Article Fourteenth of the Nevada Articles. If the amendment contemplated by this Proposal No. 3 is approved, Article Eighth of the Nevada Articles will be amended to add the following sentence after the sentence that is currently the last sentence of Article Eighth:

“Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote generally in the election of directors shall be required to amend, alter or repeal, or to adopt any provision inconsistent with, Article Eighth, Article Tenth or Article Fourteenth of these Articles of Incorporation.”

Consequences of Shareholder Vote

Subject to and conditioned upon the approval of each of the other proposals set forth in this proxy statement, if Proposal No. 3 is approved at the Special Meeting, the Nevada Articles will be amended to, in addition to the general requirements under Nevada law to amend the Nevada Articles, require the vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote generally in the election of directors to amend, alter or repeal, or to adopt any provision inconsistent with, Article Eighth, Article Tenth or Article Fourteenth of the Nevada Articles. Article Eighth, Article Tenth and Article Fourteenth are provisions which generally relate to (1) the requirements for amending the Nevada Articles, (2) subject to the approval of Proposal No. 1, the declassified structure of the Board, the director removal requirements and rights to fill vacancies on the Board, and (3) subject to the approval of Proposal No. 2, shareholders’ right to act by written consent, as applicable.

The amendments to Article Eighth, Article Tenth and Article Fourteenth contemplated by the Charter Amendment Proposals would replace currentspecific provisions of the Nevada Articles which may be deemed to have anti-takeover effects. Accordingly, these amended provisions of the Nevada Articles, giving effect to the Charter Amendment Proposals, may be considered to be “shareholder friendly” and enhance shareholder democracy and shareholders’ ability to impact corporate governance practices of the Company. As discussed above, members of our management, and in particular Gary Winemaster and Kenneth Winemaster, beneficially own shares of our capital stock representing a substantial majority of the shares of Common Stock and shares of Preferred Stock outstanding as of the record date. As a result, these shareholders can exercise control over matters requiring shareholder approval, including the election of directors, amendment of the Company’s articles of incorporation and approval of significant corporate transactions. As of August 9, 2011, on a fully diluted basis, assuming each share of Preferred Stock had converted into, and each of the Private Placement Warrants and the Roth Warrant had been exercised for, shares of Common Stock, the shares of Common Stock issued and issuable to members of our management represent approximately 77.74% of the outstanding shares of Common Stock, giving effect to the Reverse Split. Increasing the threshold of shares required to amend these provisions of the Nevada Articles to 80% precludes these majority shareholders from amending these provisions without the consent of at least some of the other shareholders of the Company.

If Proposal No. 3 is approved and the Nevada Articles are amended as contemplated by Proposal No. 3, the Nevada Articles will contain provisions requiring supermajority shareholder voting requirements to amend certain provisions contained in the Nevada Articles described above. The Delaware Certificate, which will govern PSI Delaware after giving effect to the Migratory Merger, as the surviving corporation in the Migratory Merger, contains a similar supermajority voting requirement to amend substantially similar provisions contained in the Delaware Certificate, as well as other provisions contained in the Delaware Certificate.

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Reasons for Recommended Change

For a description of the reasons for the proposed amendments to the Nevada Articles contemplated by the proposals set forth in this proxy statement, including Proposal No. 3, see “Reasons for Amendments to the Nevada Articles Contemplated by the Charter Amendment Proposals” below.

Recommendation of the Board

The Board has unanimously approved, and recommends that the Company’s shareholders approve, the amendment to the Nevada Articles contemplated by this Proposal No. 3.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO AMEND ARTICLE EIGHTH OF THE NEVADA ARTICLES TO INCREASE THE VOTING POWER REQUIRED TO AMEND THE NEVADA ARTICLES.

REASONS FOR AMENDMENTS TO THE NEVADA ARTICLES CONTEMPLATED

BY THE CHARTER AMENDMENT PROPOSALS

The Delaware Certificate and the Bylaws of PSI Delaware (the “Delaware Bylaws”), including the material terms of the Delaware Certificate (which are substantially similar to the provisions contemplated by the amendments to the Nevada Articles included in the Charter Amendment Proposals), were agreed upon with the investors in the Private Placement through arms-length negotiations among the applicable parties in connection with the Private Placement and the Reverse Recapitalization. In general, many of the material provisions of the Delaware Certificate and the Delaware Bylaws were initially proposed by the investors in the Private Placement, and the respective investments by the investors in the Private Placement were conditioned upon, among other things, our agreement to include these provisions in the Delaware Certificate and the Delaware Bylaws. Accordingly, the final terms of the Delaware Certificate and the Delaware Bylaws were agreed upon in consideration of, and in order to facilitate the consummation of, the Private Placement and the Reverse Recapitalization transactions as a whole. Copies of each of the Delaware Certificate and the Delaware Bylaws, which are currently, and, assuming the approval of each of the proposals included in this proxy statement, will be after giving effect to the Migratory Merger, the organizational documents governing PSI Delaware, as the surviving corporation in the Migratory Merger, are attached to this proxy statement asAppendix A andAppendix B, respectively. The descriptions of the Delaware Certificate and the Delaware Bylaws set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the Delaware Certificate and Delaware Bylaws2012 Plan, which is attached hereto asAppendix A andAppendix B, respectively. to this Proxy Statement.

The Board evaluated the terms of the Reverse Recapitalization, the Private Placement and the other transactions entered into in connection therewith, including the transaction documents contemplated to be entered into to effectuate these transactions, as well as the documents and other instruments contemplated thereby. The Board determined that the Reverse Recapitalization, the Private Placement and the other transactions contemplated to be entered into in connection therewith, including the Migratory Merger and the terms of the Delaware Certificate and Delaware Bylaws, were in the best interests of the Company and its shareholders.

Pursuant to the SEC’s interpretation of the Unbundling Rule, if provisions of a corporation’s charter not previously part of such corporation’s charter will become applicable as a result of a transaction, and shareholder approval of the proposed changes would be required if the proposed changes were presented on their own, each affected provision (or group of related affected provisions)2012 Plan is requiredimportant to be set forth as a separate proposal. As a result, theus. Among other things, stockholder approval of the Charter Amendment Proposals by our shareholders2012 Plan is a necessary predicate(1) for us to be able to grant performance-based awards that qualify for the exception to the consummation of the Migratory Merger. Accordingly, the Board believes that it is advisable to amend the Nevada Articles as contemplated by the Charter Amendment Proposals, so that prior to the consummation of the Migratory Merger, changes to the Nevada Articles will be made to eliminate differences, to the extent possible, between the Nevada Articles and the Delaware Certificate. The amendments to the Nevada Articles will have no practical effect other than to facilitate the approval of the Migratory Merger, as the Migratory Merger will be effected (and accordingly the Delaware Certificate will become the certificate of incorporation of PSI Delaware, the surviving corporation in the Migratory Merger) as promptly as possible following the amendment of the Nevada Articles as contemplated by the Charter Amendment Proposals.

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PROPOSAL NO. 4

APPROVAL OF THE MERGER AGREEMENT AND THE MIGRATORY MERGER

Proposal

The Board has unanimously approved, and recommends that the Company’s shareholders approve, the agreement and plan of merger, by and between the Company and PSI Delaware, its newly-created, wholly owned subsidiary incorporated in the State of Delaware, a copy of which is attached hereto asAppendix C (the “Merger Agreement”), and the Migratory Merger to be effected pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the Company will merge with and into PSI Delaware, with PSI Delaware remaining as the surviving corporation of the Migratory Merger. The Migratory Merger will be effected for the purpose of changing the Company’s jurisdiction of incorporation from Nevada to Delaware, and for the purpose of effecting the Reverse Split. In connection with the Reverse Recapitalization and Private Placement, the Company entered into the Private Placement Purchase Agreement, pursuant to which the Company agreed to consummate the Migratory Merger and effectuate the Reverse Split, which the Private Placement Purchase Agreement provided could be effected through the Migratory Merger. Pursuant to the Merger Agreement, and upon the consummation of the Migratory Merger, each 32 shares of outstanding Common Stock will automatically convert into one share of common stock of PSI Delaware, thereby effecting the Reverse Split. In addition, immediately following the effectiveness of the Migratory Merger, each share of Preferred Stock will automatically convert into a number of shares of common stock of PSI Delaware equal to $1,000 divided by $12.00, the conversion price for the Preferred Stock giving effect to the adjustment resulting from the Migratory Merger, pursuant to the terms of the Certificate of Designation. For a detailed description of the material terms of the Merger Agreement and the Migratory Merger, see “— The Merger Agreement” below.

General Effect of the Migratory Merger

The Migratory Merger will effect a change in the Company’s jurisdiction of incorporation and the rights of the Company’s shareholders, certain significant changes of which are described below under “— Comparison of Shareholder Rights Before and After the Migratory Merger.” However, the Migratory Merger will not result in any change in our business or management, the location of our principal executive offices or any of our other offices or facilities, the number of employees or other members of our workforce, or our assets or liabilities (other than as a result of the costs incident to the consummation of the Migratory Merger).

As of the record date, August 9, 2011, the Common Stock is quoted on the OTC Bulletin Board (the “OTCBB”) and the OTC Markets – OTCQB tier (the “OTCQB”) under the symbol PSIX. However, prior to the Reverse Recapitalization, there was limited or no trading activity in Format’s common stock, and there has continued to be a lack of trading activity in the Common Stock. Furthermore, immediately prior to the Reverse Recapitalization there was, and after the consummation of the Recapitalization there continues to be, a substantial spread between the bid and asked prices for the Common Stock on the OTCBB and the OTCQB. For example, on July 25, 2011, the closing bid price for the Common Stock on the OTCBB was $0.10 and the closing ask price for the Common Stock on the OTCBB was $4.25. While, as of the date of this Proxy Statement, there are a limited number of market makers on the OTCBB posting priced (and unpriced) quotations for the Common Stock (one of which is Roth Capital Partners, LLC, the placement agent for the Private Placement (and Roth has posted quotations for the Common Stock on the OTCBB since May 18, 2011)), prior to the consummation of the Reverse Recapitalization (and for a period thereafter) either only one market maker posted quotations for the Common Stock on the OTCBB or, to the extent there were multiple market makers, those market makers were posting unpriced quotations. Accordingly, there is limited information available about the historical market price of the Common Stock on the OTCBB.

At the effective time of the Migratory Merger, it is anticipated that the common stock of PSI Delaware, as the surviving entity in the Migratory Merger, will be quoted on the OTCBB and the OTCQB under the symbol PSIX, as the Company expects that the current market makers for the Common Stock on the OTCBB and the OTCQB will continue posting quotations for the common stock of PSI Delaware on the OTCBB and the OTCQB, respectively, following the Migratory Merger. Following the Migratory Merger, there will likely be a lack of trading activity in the common stock of PSI Delaware and a substantial spread between the bid and asked prices for the common stock of PSI Delaware on the OTCBB and the OTCQB, in each case similar to the trading activity and the quotations on the OTCBB and the OTCQB for the Common Stock immediately prior to the Migratory Merger. Accordingly, the ability of the stockholders of PSI Delaware to sell their shares of common stock at the time that such stockholders wish to sell them or at a price that such stockholders consider reasonable may be impaired.

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Consequences of Shareholder Vote

Consequences of Shareholder Vote if this Proposal No. 4 is not Approved

Pursuant to the terms of the Certificate of Designation, if the Migratory Merger is not consummated on or prior to August 27, 2011, and the Preferred Stock has not automatically converted into shares of common stock of PSI Delaware pursuant to the Certificate of Designation, each holder of then outstanding shares of Preferred Stock will thereafter be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, non-cumulative cash dividends, accruing on a daily basis from August 27, 2011, through and including the date on which such dividends are paid, at the annual rate of 2% of the liquidation preference (i.e., $1,000 plus the sum of any declared or accrued but unpaid dividends on Preferred Stock as of a given date) per share of the Preferred Stock. Further, the Private Placement Purchase Agreement provides that if (1) the shareholders meeting at which the shareholders of the Company will be asked to approve the Migratory Merger and the Reverse Split is not held on or prior to the date (August 28, 2011) which is 120 days after the closing of the Reverse Recapitalization, and/or (2) the Migratory Merger and the Reverse Split are not effected on or prior to the date that is two business days after receipt of shareholder approval of the Migratory Merger and the Reverse Split, then the Company is required to pay amounts representing liquidated damages to each of the investors. Specifically, in any such case the Company is required to pay each investor 1.5% of the aggregate amount invested by such investor for each 30-day period (or pro rata portion thereof) following the date by which the shareholders meeting should have been held or by which the Migratory Merger and the Reverse Split should have been effective, as applicable.

Consequences of Shareholder Vote if this Proposal No. 4 is Approved

Reincorporation - If this Proposal No. 4 is approved, subject to the approval of each of the other proposalsdeductibility limit set forth in this proxy statement, the Company will merge with and into PSI Delaware, with PSI Delaware remaining as the surviving corporationSection 162(m) (“Section 162(m)”) of the Migratory Merger, thereby changing our jurisdiction of incorporation from Nevada to Delaware. Accordingly, upon the consummation of the Migratory Merger, PSI Delaware will be engaged, through its wholly owned subsidiaries, in the business of developing, manufacturing, distributing and supporting integrated power systems for off-highway industrial market applications and equipment of original equipment manufacturers. Further, upon the consummation of the Migratory Merger, the rights of the stockholders of PSI Delaware will be governed by the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Certificate and the Delaware Bylaws. The Delaware Certificate and the Delaware Bylaws are attached asAppendix A andAppendix B, respectively, to this proxy statement. The descriptions of the Delaware Certificate and the Delaware Bylaws set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the Delaware Certificate and Delaware Bylaws attached hereto asAppendix A andAppendix B, respectively. For a comparison of shareholder rights before and after the Migratory Merger, see “Comparison of Shareholder Rights Before and After the Migratory Merger.”

Preferred Stock, Private Placement Warrants and Roth Warrant; Voting Power - Upon the consummation of the Migratory Merger, (1) each share of Preferred Stock will automatically convert into shares of common stock of PSI Delaware at a conversion price of $12.00 per share, (2) the Private Placement Warrants will represent the right to purchase an aggregate of 750,002 shares of common stock of PSI Delaware, at an exercise price of $13.00 per share, (3) the Roth Warrant will represent the right to purchase an aggregate of 105,000 shares of common stock of PSI Delaware, at an exercise price of $13.20 per share, and (4) each of the Private Placement Warrants and the Roth Warrant will be exercisable in full until their expiration. See “General Information – Description of Series A Convertible Preferred Stock” above and “Treatment of Series A Convertible Preferred Stock” below for a description of the Preferred Stock and the automatic conversion of the Preferred Stock pursuant to the Migratory Merger; and see “General Information – Description of the Private Placement Warrants” and “General Information – Description of the Roth Warrant” above and “Treatment of the Private Placement Warrants and the Roth Warrant” below for a description of the terms of the Private Placement Warrants and the Roth Warrant. As a result, the existing holders of Common Stock that, upon the consummation of the Migratory Merger will become holders of common stock of PSI Delaware, will, to the extent such stockholders do not hold any shares of Preferred Stock or Private Placement Warrants or the Roth Warrant, incur a substantial decrease in their voting power and will own a significantly smaller percentage of the outstanding shares of common stock of PSI Delaware relative to their percentage ownership of outstanding shares of Common Stock prior to the Migratory Merger.

Listing of Common Stock on a National Securities Exchange - Pursuant to the Private Placement Purchase Agreement, the Company agreed to use its reasonable best efforts to list the Common Stock for trading on a national securities exchange as soon as reasonably practicable after the Company meets the initial quantitative listing standards of any such exchange. However, the Common Stock is not currently listed on any national securities exchange, and the Company does not currently meet the initial quantitative listing standards of any national securities exchange. Accordingly, the Company cannot be certain when or whether it will meet such initial listing standards or receive approval to list the Common Stock on any national securities exchange. The conversion ratio in the Migratory Merger by which each 32 shares of Common Stock will convert into shares of common stock of PSI Delaware will likely increase the market price of the common stock of PSI Delaware, relative to the market price of the Common Stock, which increased market price may assist PSI Delaware in meeting some of the quantitative listing standards of a national securities exchange.

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Reasons for the Migratory Merger

The Migratory Merger, including the terms of the Delaware Articles and the Delaware Bylaws, and the Reverse Split (which will be effected through the consummation of the Migratory Merger, whereby each 32 shares of Common Stock will convert into one share of common stock of PSI Delaware) were agreed upon among the parties to the Reverse Recapitalization, the Private Placement and the other transactions entered into in connection therewith through arms-length negotiations among the applicable parties in connection with the Reverse Recapitalization, the Stock Repurchase, the Private Placement and each of the other transactions entered into in connection therewith. In general, many of the material terms contemplated by the Private Placement Purchase Agreement, including the Migratory Merger, were initially proposed by the investors in the Private Placement, and the respective investments by the investors in the Private Placement were conditioned upon the Company’s agreement to, among other things, effectuate the Migratory Merger and the Reverse Split. The terms of the Migratory Merger and the Reverse Split were agreed upon in consideration of, and in order to facilitate the consummation of, the Private Placement and the Reverse Recapitalization transactions as a whole.

In particular, prior to the consummation of the Reverse Recapitalization, the 1-for-32 reverse stock split of the Common Stock (i.e., the conversion ratio in the Migratory Merger) was negotiated between Format and The W Group in arms-length negotiations. After considering a number of factors, including (1) historical information and projections concerning Format’s business, financial performance and condition, operations, management and competitive position; and (2) its belief that the terms of the Reverse Recapitalization Agreement and the other transaction documents, including the parties representations, warranties and covenants, and the conditions to their respective obligations, were reasonable, the board of directors of Format (consisting solely of Ryan Neely) determined that the Reverse Recapitalization, the Stock Repurchase, the Reverse Split, the Migratory Merger and other related transactions and the terms thereof were advisable and in the best interests of its shareholders (including the shareholders of Format whose shares of Common Stock were not subject to repurchase in the Stock Repurchase).

After contemplation and negotiation of the terms of the Reverse Recapitalization, the Private Placement and the other transactions entered into in connection therewith, including the transaction documents contemplated to be entered into to effectuate these transactions, as well as the documents and other instruments contemplated thereby, such transactions and the terms thereof were approved by the applicable parties.

Power Solutions International, Inc., a Delaware corporation

PSI Delaware, a wholly owned subsidiary of the Company, was incorporated in the State of Delaware onAugust 12, 2011 for the purpose of consummating the Migratory Merger. The address and phone number of PSI Delaware’s principal executive office are the same as those of the Company. PSI Delaware does not, and prior to the consummation of the Migratory Merger PSI Delaware will not, have any material assets or liabilities and will not have engaged in any business.

The Merger Agreement

General

Pursuant to the Merger Agreement, the Company will merge with and into PSI Delaware, with PSI Delaware remaining as the surviving corporation of the Migratory Merger. At the effective time of the Migratory Merger, pursuant to the Merger Agreement, PSI Delaware, as the surviving corporation of the Migratory Merger, will possess all of the rights, privileges and powers, and will be subject to all restrictions and duties, of each of the Company and PSI Delaware, and all liabilities and obligations of each of the Company and PSI Delaware will become the liabilities and obligations of PSI Delaware, as the surviving corporation of the Migratory Merger. As described under “General Information – Reverse Recapitalization” above, the Company is (and PSI Delaware will be following the consummation of the Migratory Merger) a holding company engaged in the business of developing, manufacturing, distributing and supporting integrated power systems for off-highway industrial market applications and equipment of original equipment manufacturers through The W Group, and the Company’s assets consist (and the assets of PSI Delaware will consist following the consummation of the Migratory Merger) almost entirely of stock of The W Group.

At the effective time of the Migratory Merger, each 32 shares of outstanding Common Stock, par value $0.001 per share, will automatically convert into one share of common stock, par value $0.001 per share, of PSI Delaware. Further, pursuant to the Certificate of Designation and the Merger Agreement, upon the effective time of the Migratory Merger, each share of Preferred Stock will automatically convert into a number of shares of common stock of PSI Delaware equal to $1,000 divided by $12.00, the conversion price for the Preferred Stock giving effect to the adjustment resulting from the Migratory Merger. For a description of the automatic conversion of the Preferred Stock into shares of common stock of PSI Delaware and the adjustment of the conversion price for the Preferred Stock arising from the consummation of the Migratory Merger, see “— Treatment of Series A Convertible Preferred Stock.” Any shareholder of the Company that would otherwise be entitled to a fraction of a share of common stock of PSI Delaware (after aggregating all fractional shares of Common Stock to be received by such holder) as a result of the Migratory Merger, will receive an additional share of common stock of PSI Delaware (in other words, the aggregate number of shares of common stock of

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PSI Delaware of a shareholder resulting from the Migratory Merger will be rounded up to the nearest whole number). The authorized shares of capital stock of PSI Delaware and the par value of the common stock of PSI Delaware immediately following the consummation of the Migratory Merger will be identical to the authorized shares of capital stock of the Company and the par value of the Common Stock immediately prior to the consummation of the Migratory Merger.

Effective Time of Migratory Merger; Termination and Abandonment

The Merger Agreement provides that, subject to the approval of the Company’s shareholders, the Migratory Merger will be consummated and become effective at the time set forth in the certificate of ownership and merger to be filed with the Secretary of State of the State of Delaware and the Articles of Merger to be filed with the Secretary of State of the State of Nevada. Although pursuant to the Private Placement Purchase Agreement we are required to effect the Migratory Merger, the Merger Agreement may be terminated and abandoned by action of the Board at any time prior to the effective time of the Migratory Merger, whether before or after the approval by the Company’s shareholders of this Proposal No. 4.

Directors and Officers

Pursuant to the terms of the Merger Agreement, effective upon the consummation of the Migratory Merger, the Company’s directors and executive officers immediately prior to the consummation of the Migratory Merger will become the directors and executive officers of PSI Delaware, as the surviving corporation in the Migratory Merger.

Charter and Bylaws

The Merger Agreement provides that, effective upon the consummation of the Migratory Merger, the Delaware Certificate and the Delaware Bylaws in effect immediately prior to the consummation of the Migratory Merger will be the certificate of incorporation and bylaws, respectively, of PSI Delaware, as the surviving corporation in the Migratory Merger.

Treatment of Series A Convertible Preferred Stock

Each share of Preferred Stock is convertible into shares of Common Stock at any time at the election of its holder, subject to limitations on conversion set forth in the Certificate of Designation, at a conversion price of $0.375 per share, subject to adjustments for non-cash dividends, distributions, stock splits or other subdivisions or reclassifications of our common stock, including the Migratory Merger and the related Reverse Split. See “General Information – Description of Series A Convertible Preferred Stock” above for a description of the limitations on conversion of the Preferred Stock. Upon the consummation of the Migratory Merger, each issued and outstanding share of Preferred Stock will automatically convert into a number of shares of common stock of PSI Delaware equal to $1,000 divided by $12.00, the conversion price giving effect to the adjustment resulting from the Migratory Merger. Accordingly, immediately following the consummation of the Migratory Merger, the aggregate of 113,960.90289 outstanding shares of Preferred Stock, representing all of the shares of Preferred Stock issued in the Reverse Recapitalization and in the Private Placement, will automatically convert into an aggregate of approximately 9,496,753 shares of common stock of PSI Delaware, and no shares of Preferred Stock will be outstanding.

Treatment of the Private Placement Warrants and the Roth Warrant

The Private Placement Warrants represent the right to purchase an aggregate of 24,000,007 shares of Common Stock, at an exercise price of $0.40625 per share, subject to adjustment for non-cash dividends, distributions, stock splits or other reorganizations or reclassifications of the Common Stock, and the Roth Warrant represents the right to purchase an aggregate of 3,360,000 shares of Common Stock, at an exercise price of $0.4125 per share, subject to adjustment as set forth in the Roth Warrant. However, none of the Private Placement Warrants or the Roth Warrant is exercisable prior to the effectiveness of the Reverse Split. Upon the consummation of the Migratory Merger, (1) the Private Placement Warrants will represent the right to purchase an aggregate of 750,002 shares of common stock of PSI Delaware, at an exercise price of $13.00 per share, (2) the Roth Warrant will represent the right to purchase an aggregate of 105,000 shares of common stock of PSI Delaware, at an exercise price of $13.20 per share, and (3) each of the Private Placement Warrants and the Roth Warrant will be exercisable in full until their expiration. Pursuant to the Merger Agreement and by operation of law, upon the consummation of the Migratory Merger, PSI Delaware will assume the obligations of the Company under each of the Private Placement Warrants and the Roth Warrant.

Effect of the Migratory Merger on Stock Certificates

Holders of Common Stock will not be required to exchange certificates representing shares of Common Stock to receive the shares of PSI Delaware common stock into which such shareholder’s shares of Common Stock converted. However, after the consummation of the Migratory Merger, each holder of a certificate which, prior to the Migratory Merger, represented shares of

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Common Stock may submit such stock certificate to the Company’s transfer agent for cancellation and the transfer agent’s issuance of a stock certificate representing such shareholder’s shares of common stock of PSI Delaware. The transfer agent for the Common Stock is Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas NV 89119. After the consummation of the Migratory Merger, we expect the transfer agent for the common stock of PSI Delaware to be Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas NV 89119.

As described above under “The Merger Agreement — Treatment of Series A Convertible Preferred Stock,” each share of Preferred Stock will automatically convert into shares of common stock of PSI Delaware upon the consummation of the Migratory Merger. In no event later than two business days after the consummation of the Migratory Merger, the Company will provide written notice of the consummation of the Migratory Merger to the holders of Preferred Stock. Pursuant to the Certificate of Designation, as soon as practicable following the automatic conversion of the Preferred Stock, holders of shares of Preferred Stock are required to surrender the stock certificates evidencing ownership of shares of Preferred Stock to the Company, as transfer agent for the Preferred Stock. Thereafter, the transfer agent for the common stock of PSI Delaware, which we expect to be Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119, will issue to each shareholder a stock certificate representing shares of common stock of PSI Delaware into which such shareholder’s shares of Preferred Stock converted upon the consummation of the Migratory Merger. Notwithstanding the foregoing, upon the consummation of the Migratory Merger subject to the dissenters rights described below, each holder of record of a certificate representing any shares of Preferred Stock shall cease to have any rights with respect thereto, other than the right to receive the shares of common stock of PSI Delaware into which such shareholder’s shares of Preferred Stock converted upon the consummation of the Migratory Merger.

Anti-Takeover Considerations

The State of Nevada, like many other States, permits a corporation to include in its articles of incorporation or bylaws measures designed to reduce a corporation’s vulnerability to unsolicited takeover attempts, which may have a positive or negative impact on a company, its shareholders and the value of a company’s common stock. The Nevada Articles, the amended and restated bylaws of the Company (the “Nevada Bylaws”) and Nevada law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Board. In particular, the Company’s organizational documents currently contain provisions (1) creating a classified board of directors whose members serve staggered three-year terms; (2) authorizing “blank check” preferred stock, which could be issued by the Board without shareholder approval and may contain voting, liquidation, dividend and other rights superior to the Common Stock; (3) limiting the liability of, and providing indemnification to, our directors and officers; (4) requiring two-thirds of the outstanding common stock to approve business combinations with certain “related persons;” and (5) restricting the ability of our shareholders to take action by written consent. As a Nevada corporation, we are also subject to provisions of Nevada law which restrict shareholders beneficially owning 10% or more of our outstanding voting shares from engaging in certain business combinations without approval of the Board or the holders of stock representing a majority of the voting power not beneficially owned by the interested stockholder.

If each of the proposals set forth in this proxy statement is approved, the Nevada Articles will be amended to conform to certain material provisions of the Delaware Certificate immediately prior to the Migratory Merger, and upon consummation of the Migratory Merger, PSI Delaware, as the surviving entity in the Migratory Merger, and the rights of its stockholders, will be subject to the DGCL, the Delaware Certificate and the Delaware Bylaws. The amendments to the Nevada Articles will have no practical effect other than to facilitate the approval of the Migratory Merger, as the Migratory Merger will be effected (and accordingly the Delaware Certificate will become the certificate of incorporation of the Company) as promptly as possible following shareholder approval of each of the proposals and the filing of the Charter Amendments with the Secretary of State of the State of Nevada. The Delaware Certificate does not include certain provisions currently included in the Nevada Articles which may be deemed to delay or prevent hostile takeover attempts, including a declassified board of directors and permitting stockholder action by written consent. Section 203 of the DGCL, in general, prohibits a business combination between a corporation and an interested stockholder within three years of the time such stockholder became an interested stockholder, except in specifically enumerated circumstances. The Delaware Certificate contains a provision which provides for the irrevocable, express election by PSI Delaware not to be governed by the provisions of Section 203 of the DGCL, Delaware’s business combination statute.

While the DGCL, the Delaware Certificate and the Delaware Bylaws may still contain provisions which may delay or prevent hostile takeover attempts of PSI Delaware, in general, the overall effect of the Migratory Merger is to reduce the governing provisions which may have anti-takeover effects. Notwithstanding the foregoing, as discussed above, certain members of our management own shares representing a significant majority of the voting power of our capital stock (and will own capital stock of PSI Delaware representing a significant majority of the voting power of PSI Delaware’s capital stock giving effect to the Migratory Merger). As a result, after the consummation of the Migratory Merger, these shareholders will continue to exercise control over matters requiring stockholder approval, including the election of directors, amendment of the Delaware Certificate and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of PSI Delaware or changes in management and will make the approval of certain transactions impossible without the support of these shareholders.

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Comparison of Shareholder Rights Before and After the Migratory Merger

As a result of differences between the Nevada Revised Statutes (the “NRS”) and the DGCL, as well as differences between the Nevada Articles and the Nevada Bylaws, on the one hand, and the Delaware Certificate and the Delaware Bylaws, on the other hand, the Migratory Merger will effect changes in the rights of the Company’s shareholders. Summarized below are material rights of the Company’s shareholders (including certain significant differences thereof) prior to and after giving effect to the Migratory Merger resulting from the differences between the NRS and the DGCL, the Nevada Articles and the Nevada Bylaws and the Delaware Certificate and the Delaware Bylaws. The provisions of the Nevada Articles described below include those that will be amended, subject to shareholder approval as contemplated by this proxy statement, both as such provisions exist as of the date of this proxy statement (without giving effect to the amendments contemplated by this proxy statement) and as such provisions will be in effect assuming shareholder approval of such amendments to the Nevada Articles.

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Transferability of Stock

Shareholders holding securities with transfer restrictions prior to the consummation of the Migratory Merger would hold shares of common stock of PSI Delaware that have the same transfer restrictions upon consummation of the Migratory Merger. For purposes of computing the holding period under Rule 144 of the Securities Act of 1933, as amended, shareholders should be deemed to have acquired their shares of common stock of PSI Delaware on the date they originally acquired their shares of Common Stock or Preferred Stock of the Company.

Accounting Treatment of the Migratory Merger

The Migratory Merger would be accounted for as a reverse merger whereby, for accounting purposes, the Company would be considered the accounting acquiror and PSI Delaware would be treated as the successor to the historical operations of the Company. Accordingly, the historical financial statements of the Company as of and for all periods through the consummation of the Migratory Merger would be treated as the financial statements of PSI Delaware, as the surviving corporation in the Migratory Merger.

Federal Income Tax Consequences of the Migratory Merger

The following discussion summarizes the material U.S. federal income tax consequences of the Migratory Merger to holders of our stock or warrants to acquire our stock. This summary is not exhaustive of all possible tax considerations. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated and (2) to qualify certain stock options granted under the Code2012 Plan as incentive stock options. See the discussion below regarding incentive stock options and Section 162(m).

Purposes and Eligibility

The purposes of the 2012 Plan are to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve short- and long-term company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. Our executive officers, employees, consultants and directors are eligible to participate in the 2012 Plan.

Shares Authorized for Issuance

Under the 2012 Plan, 830,925 shares of our common stock, taken from treasury shares, are available for awards. If any shares of our common stock subject to an award granted hereunder are forfeited or an award otherwise terminates without the delivery of shares of our common stock, the shares subject to the award, to the extent of any such forfeiture or termination, shall again be available for grant under the 2012 Plan. Additionally, if any award is settled in cash, the shares of common stock subject to such award that are not delivered shall again be available for grants under the 2012 Plan. The number of shares available under the 2012 Plan will be reduced by one for each share delivered as a result of the exercise of a stock option or stock appreciation right or delivered under the terms of another award. With respect to a stock appreciation right payable only in cash, the number of available shares will not be reduced. The 2012 Plan provides that shares used to pay the exercise price or required tax withholding for an award under the 2012 Plan, and shares repurchased on the open market with the proceeds of the exercise price of an option, will not again be available for awards under the 2012 Plan.

Administration and Types of Awards

The 2012 Plan is administered by the U.S. Treasury Department (including proposedCompensation Committee of our Board (for purposes of this discussion, the “Committee”), which interprets the 2012 Plan and temporary regulations), rulings, current administrative interpretationshas broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and official pronouncementsterms and conditions of each award, including the Internal Revenue Service (the “IRS”),exercise price of stock options, the number of shares subject to awards and judicial decisions, all as currently in effectthe expiration date of, and allthe vesting schedule or other restrictions applicable to, awards.

The 2012 Plan allows us to grant the following types of whichawards:

Stock Options. Options may be granted by the Committee and may be either non-qualified options or incentive stock options. Options are subject to differing interpretationsthe terms and conditions, including vesting conditions, set by the Committee (and incentive stock options are subject to further statutory restrictions that are set forth in the 2012 Plan). The exercise price for all stock options granted under the 2012 Plan will be determined by the Committee, except that no stock option can be granted with an exercise price that is less than 100% of the fair market value of a share of our common stock on the date of grant. Further, no stockholder who owns greater than 10% of our voting shares will be granted an incentive stock option that has an exercise price less than 110% of the fair market value of a share of our common stock on the date of grant.

The term of all stock options granted under the 2012 Plan will be determined by the Committee, generally not to exceed 10 years, and the term of an incentive stock option may not exceed five years for a grant to a stockholder who owns greater than 10% of our voting shares. No incentive stock option may be granted to an optionee, which, when combined with all other incentive stock options becoming exercisable in any calendar year that are held by that optionee, would have an aggregate fair market value in excess of $100,000. In the event an optionee is awarded $100,000 (based on the grant date) in incentive stock options that vest in a particular calendar year, any incentive stock options in excess of $100,000 (based on the grant date) that vest during the same year will be treated as non-qualified stock options. Each option gives the participant the right to receive a number of shares of our common stock upon exercise of the option and payment of the exercise price. The exercise price may be paid in cash (including cash obtained through a broker selling the share acquired on exercise), personal check, wire transfer or, if approved by the Committee, our common stock or restricted stock.

The 2012 Plan prohibits the repricing of stock options without stockholder approval. For this purpose, “repricing” means (1) lowering the exercise price of a stock option after it is granted, (2) cancelling a stock option at a time when the exercise price exceeds the fair market value of the underlying common shares in exchange for another award (except in the case of certain adjustments permitted by the 2012 Plan and described in the Adjustments section below), and (3) any other action that is treated as repricing under generally accepted accounting principles. The 2012 Plan provides that dividend equivalents will not be payable with respect to stock options.

Stock Appreciation Rights or SARs. The Committee may grant SARs on a stand-alone basis or in conjunction with stock options granted under the 2012 Plan. SARs are subject to the terms and conditions, including vesting conditions, set by the Committee. A SAR granted under the 2012 Plan entitles its holder to receive, at the time of exercise, an amount per SAR equal to the excess of the fair market value (at the date of exercise) of a share of our common stock over a specified price, known as the strike price, fixed by the Committee. The strike price for a SAR will not be less than 100% of the fair market value of a share of our common stock on the grant date. Payment to the participant for a SAR upon exercise may be made in cash, our common stock, or other property, in any combination as determined by the Committee. The 2012 Plan prohibits the repricing of SARs (as described in the Stock Options section above) without stockholder approval. The 2012 Plan provides that dividend equivalents will not be payable with respect to SARs.

Restricted stock and Restricted stock Units. Restricted stock is shares of our common stock that are forfeitable until the restrictions lapse. Restricted stock units are rights granted as an award to receive shares of our common stock, conditioned upon the satisfaction of conditions imposed by the Committee. The Committee

will determine the restrictions for each award and the purchase price in the case of restricted stock, if any. Restrictions on the restricted stock and restricted stock units may include time-based restrictions or restrictions tied to the achievement of specific performance goals or, in the case of restricted stock units, the occurrence of specific events. Participants do not have voting rights in restricted stock units. If the performance goals are not achieved or the restrictions do not lapse within the time period provided in the award agreement, the participant will forfeit his or her restricted stock and/or restricted stock units. The Committee may grant dividends on restricted stock that are deferred until the restrictions on the restricted stock lapse or are reinvested to purchase additional shares of restricted stock. Dividend equivalents may be paid on restricted stock units. Any such dividend equivalents will be converted into additional restricted stock units by dividing the value of the dividend equivalents by the fair market value of a share of our common stock on the dividend payment date. The grantee will vest in, and will receive, such converted dividend equivalents at the same time his or her restricted stock units vest and are distributed to such grantee.

Deferred stock. Deferred stock is the right to receive shares of our common stock at the end of a specified deferral period. The Committee will determine the number of shares and terms and conditions for each deferred stock award, and whether such deferred stock will be acquired upon the lapse of restrictions on restricted stock or restricted stock units. Participants do not have voting rights in deferred stock, but participants’ deferred stock may be credited with dividend equivalents to the extent dividends are paid or distributions made during the deferral period. Any dividend equivalents will be converted into additional shares of deferred stock (in the manner described underRestricted Stock and Restricted Stock Units).

Performance Units. A Performance unit is any grant of (1) a bonus consisting of cash or other property the amount and value of which, and/or the receipt of which, is conditioned upon the achievement of certain performance goals specified by the Committee, or (2) a unit valued by reference to a designated amount of property. Performance units may be paid in cash, our common stock, restricted stock or restricted stock units. The Committee will determine the number and terms of all performance units, including the performance goals and performance period during which such goals must be met. If the performance goals are not attained during the performance period specified in the award agreement, the participant will forfeit all of his or her performance units.

Annual Incentive Awards. The 2012 Plan provides for annual incentive awards. The Committee will determine the amounts and terms of all annual incentive awards, including performance goals, which may be weighted for different factors and measures. In the case of annual incentive awards intended to satisfy Section 162(m), the Committee will designate individuals eligible for annual incentive awards within the first 90 days of the year for which the annual incentive award will apply and will certify attainment of performance goals within 60 days following the end of each year. In addition, the Committee will establish the threshold, target and maximum annual incentive award opportunities for each participant. Annual incentive awards may be paid in cash, our common stock, restricted stock, options or any other award under the 2012 Plan.

Dividend Equivalents. Dividend equivalents under the 2012 Plan may be issued in conjunction with another award (other than stock options, SARs or performance units) or on a stand-alone basis. Except as described above, dividend equivalents will be paid to participants when they accrue.

Substitute Awards. Substitute awards are awards that may be granted in replacement of stock or stock-based awards from another business held by current and former employees or nonemployee directors of, or consultants to, such business that is, or whose stock is, acquired by us, in order to preserve the economic value of all or a portion of a substituted award on such terms and conditions (including price) as the Committee determines.

Performance-Based Compensation

The objective performance criteria for awards (other than stock options and SARs) granted under the 2012 Plan that are designed to qualify for the performance-based exception from the tax deductibility limitations of Section 162(m) are to be based on one or more of the following measures:

No participant may be granted awards under the 2012 Plan, in the aggregate with all other awards previously granted to the participant under the 2012 Plan, with respect to more than 550,000 shares of our common stock. No participant may be granted a cash award for any calendar year, the maximum payout for which would exceed $500,000. No participant may be granted a cash award for a performance period of more than one year, the maximum payout for which would exceed $500,000. These limits are included in the 2012 Plan to comply with the requirements for deductibility of awards subject to Section 162(m).

Change in Control

Unless provided otherwise in an award agreement, a participant’s awards will become vested, the relevant restrictions will lapse and the relevant performance goals will be deemed to be met upon the involuntary termination of such participant’s employment or service without cause during the 24-month period following the occurrence of a change possiblyin control. In addition, the Committee may, in order to maintain a participant’s rights in

the event of any change in control of the Company, (1) make any adjustments to an outstanding award to reflect such change in control or (2) cause the acquiring or surviving entity to assume or substitute rights with retroactive effect. Suchrespect to an outstanding award. Furthermore, the Committee may cancel any outstanding unexercised options or SARs (whether or not vested) that have an exercise price or strike price, as applicable, that is greater than the fair market value of a share of our common stock as of the date of the change could materiallyin control. Under the 2012 Plan, the Committee will also have the ability to cash out any options or SARs (whether or not vested) that have an exercise price or strike price, as applicable, that is less than the fair market value of a share of our common stock as of the date of the change in control. If the Committee determines that such an award should be cashed out, the participant will receive the lesser of the fair market value of a share of our common stock on the date of the change in control or the price paid per share in the transaction that constitutes the change in control.

For purposes of the 2012 Plan, a “change in control” occurs (1) when any corporation, person or other entity, including a group, becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding securities of the Company; (2) upon the consolidation or merger of the Company or upon any sale, lease, exchange or other transfer of more than 85% of the assets of the Company, provided that following such a transaction the members of the Board prior to such transaction no longer constitute a majority of the Board surviving after such transaction; (3) when the Company is liquidated; and (4) if, within any 12-month period, persons who were members of the Board immediately prior to such 12-month period, together with persons who were first elected as directors (other than as a result of any settlement of a proxy consent solicitation contest or any action take not to avoid such a contest) during such 12-month period by or upon the recommendation of persons who were members of the Board immediately prior to such 12-month period and who constituted a majority of the Board at the time of such election, cease to constitute a majority of the Board. With respect to any award which would be considered deferred compensation subject to Section 409A of the Code, a similar, but Section 409A compliant, definition of “change in control” applies.

Termination of Employment or Service

With respect to stock options and SARs granted pursuant to an award agreement, unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment or service due to his or her death or disability, all of such participant’s stock options or SARs will vest and remain exercisable until one year after such termination (but not beyond the original term of the option or SAR), and thereafter will be cancelled and forfeited to us. Unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment or service by the Company without cause, such participant’s vested stock options or SARs (to the extent exercisable at the time of such termination) will remain exercisable until 30 days after such termination (but not beyond the original term of the option or SAR) and thereafter will be cancelled and forfeited to us. Unless the applicable award agreement provides otherwise, in the event of a participant’s voluntary termination of employment or service (and not due to such participant’s death or disability), such participant’s stock options or SARs (to the extent exercisable at the time of such termination) will remain exercisable until the date of such termination (but not beyond the original term of the option or SAR) and thereafter will be cancelled and forfeited to us. Unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment or service for cause, such participant’s outstanding stock options or SARs will immediately be cancelled and forfeited to us.

Unless the applicable award agreement provides otherwise, (1) with respect to restricted stock, in the event of a participant’s termination of employment or service for any reason other than death or disability, all unvested shares will be forfeited to us, and (2) upon termination because of death or disability, all unvested shares of restricted stock will immediately vest.

If any dividend equivalents have been credited with respect to an award and if such award is forfeited at termination of employment, all such dividend equivalents credited with respect to such forfeited award will be forfeited.

Amendment and Termination

Unless the 2012 Plan is earlier terminated by our Board, the 2012 Plan will automatically terminate on the earlier of (1) the date all shares of our common stock subject to the 2012 Plan have been purchased or acquired and the restrictions on all restricted stock granted under the 2012 Plan have lapsed, and (2) ten years from the 2012 Plan’s effective date. Awards granted before the termination of the 2012 Plan may extend beyond that date in accordance with their terms. The Committee is permitted to amend the terms and conditions of outstanding awards, including to extend the exercise period and accelerate the vesting schedule of such awards, but no such action may adversely affect the tax consequences described below. No assurance canrights of any participant with respect to outstanding awards without the applicable participant’s written consent and no such action or amendment may violate rules under Section 409A of the Code regarding the form and timing of payment of deferred compensation. Stockholder approval of any such amendment will be givenobtained if required to comply with applicable law or regulation or if required by any securities exchange or automated quotation system on which shares of our common stock may then be listed or quoted.

Transferability

Unless otherwise determined by the Committee, awards granted under the 2012 Plan are not transferable except by will or the laws of descent and distribution. The Committee will have sole discretion to permit the transfer of an award to certain family members specified in the 2012 Plan.

Adjustments

In the event a stock dividend, stock split, reorganization, recapitalization, spin-off or other similar event affects shares such that the IRS would not assert,Committee determines an adjustment to be appropriate to prevent dilution or that a court would not sustain, a position contrary to anyenlargement of the benefits or potential benefits intended to be made available under the 2012 Plan, the Committee will (among other actions and subject to specified exceptions) adjust the number and type of shares available under the 2012 Plan, the number and type of shares subject to outstanding awards and the exercise prices of outstanding stock options and other awards.

Federal Tax Consequences

The following summary is based on U.S. federal income tax consequences described herein.

laws in effect as of August 1, 2012. Such laws and regulations are subject to change. This summary assumes that all awards will be exempt from, or comply with, the rules under Section 409A of the Code regarding non-qualified deferred compensation. If an award fails to comply with Section 409A of the Code, the award may be subject to immediate taxation, interest and tax penalties in the year the award vests or is for general information onlygranted. This summary does not constitute tax advice and does not address possible state, local or foreign tax consequences.

Options. The grant of stock options under the 2012 Plan will not result in taxable income to the recipient of the option or an income tax deduction for the Company. However, the transfer of shares of our common stock to an option holder upon exercise of his or her options may or may not give rise to taxable income to the option holder and tax deductions for the Company, depending upon whether the options are “incentive stock options” or “non-qualified options.”

The exercise of a non-qualified option by an option holder generally results in immediate recognition of taxable ordinary income by the option holder and a corresponding tax deduction for the Company in the amount by which the fair market value of the common shares purchased, on the date of such exercise, exceeds the aggregate exercise price paid. Any appreciation or depreciation in the fair market value of those shares after the date of such exercise will generally result in a capital gain or loss to the holder at the time he or she disposes of those shares.

In general, the exercise of an incentive stock option is exempt from income tax (although not from the alternative minimum tax) and does not result in a tax deduction for the Company if the holder has been an employee of ours at all aspectstimes beginning with the option grant date and ending three months before the date the

holder exercises the option (or 12 months in the case of U.S. federaltermination of employment due to disability). If the holder has not been so employed during that time, the holder will be taxed as described above for non-qualified stock options. Assuming satisfaction of the continuous employment requirement, if the option holder disposes of the shares purchased more than two years after the incentive stock option was granted and more than one year after the option was exercised, then the option holder will recognize any gain or loss upon disposition of those shares as capital gain or loss. However, if the option holder disposes of the shares prior to satisfying these holding periods (known as “disqualifying dispositions”), the option holder will be obligated to report as taxable ordinary income taxationfor the year in which that maydisposition occurs the excess of the fair market value of the shares disposed of, on the date the incentive stock option was exercised, over the exercise price paid for those shares. However, if the sales price is less than the fair market value of our common stock at the time of exercise, the option holder’s taxable ordinary income will be importantlimited to the sales price less the option’s exercise price. The Company would be entitled to a particulartax deduction equal to the amount of any ordinary income reported by the option holder. Any additional gain realized by the option holder on the disqualifying disposition of the shares would be capital gain. If the total amount realized in lighta disqualifying disposition is less than the exercise price of its investmentthe incentive stock option, the difference would be a capital loss for the option holder.

Stock Appreciation Rights. The granting of SARs does not result in taxable income to the recipient of a SAR or a tax circumstances ordeduction for the Company. Upon exercise of a SAR, the amount of any cash the participant receives and the fair market value as of the exercise date of any shares of our common stock received will be taxable to holdersthe participant as ordinary income, and such amount will be deductible by the Company.

Restricted stock. Unless an election is made by the recipient under Section 83(b) of the Code, a participant will not recognize any taxable income upon the award of restricted stock that is not transferable and is subject to speciala substantial risk of forfeiture. Generally, the participant will recognize taxable ordinary income at the first time those shares become transferable or are no longer subject to a substantial risk of forfeiture, in an amount equal to the fair market value of those shares when the restrictions lapse, less any amount paid with respect to the award of restricted stock. The recipient’s tax rules,basis will be equal to the sum of the amount of ordinary income recognized upon the lapse of restrictions and any amount paid for such restricted stock. The recipient’s tax holding period will begin on the date on which the restrictions lapse. Dividends paid with respect to restricted stock upon the lapse of restrictions applicable to those shares will be taxable as partnerships, subchapter S corporations or other pass-through entities, banks, financial institutions, tax-exempt entities, insurance companies, regulated investment companies, real estate investment trusts, trusts and estates, dealers in stocks, securities or currencies, traders in securities that have electedcompensation income to use the mark-to-market methodparticipant.

A participant may elect, under Section 83(b) of accounting for their securities, persons holding ourthe Code, to recognize taxable ordinary income upon the award date of restricted stock or warrants(rather than being taxed as partdescribed above) based on the fair market value of an integrated transaction, including a “straddle,” “hedge,” “constructive sale,” or “conversion transaction,” persons whose functional currency for tax purposes is not the U.S. dollar and personscommon shares subject to the alternative minimum tax provisionsaward on the date of the Code. This summary doesaward. If a participant makes that election, any dividends paid with respect to those shares of restricted stock will not includebe treated as compensation income, but rather as dividend income, and the participant will not recognize additional taxable income when the restrictions applicable to his or her restricted stock award lapse.

Assuming compliance with the applicable tax withholding and reporting requirements, the Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by a participant in connection with his or her restricted stock award in the taxable year in which that participant recognizes that ordinary income.

Deferred stock. The granting of deferred stock generally should not result in taxable ordinary income to the recipient of a deferred stock, or a tax deduction for the Company. The payment or settlement of deferred stock should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any descriptioncash paid to, or the then-current fair market value of the shares of our common stock received by, the recipient, and a corresponding tax lawsdeduction by the Company. Rules relating to the timing of payment of deferred compensation under Section 409A of the Code are applicable to deferred stock, and any violation of Section 409A may result in potential acceleration of income taxation and an additional 20% tax, as well as interest and tax penalties to the participant.

Other Awards. The granting of restricted stock units, performance units or an annual incentive award generally should not result in the recognition of taxable income by the recipient or a tax deduction by the Company. The payment or settlement of these awards should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any statecash paid to, or local governments, orthe then-current fair market value of any foreign government,the shares of our common stock received by, the recipient, and a corresponding tax deduction by the Company. If the award consists of shares of our common stock that may be applicableare not transferable and are subject to a particular holder.substantial risk of forfeiture, the tax consequences to the participant and the Company will be similar to the tax consequences of restricted stock awards described above, assuming that such award is payable upon the lapse of the restrictions. If the award consists of unrestricted shares of our common stock, the recipient of those shares will immediately recognize as taxable ordinary income the fair market value of those shares on the date of the award, and the Company will be entitled to a corresponding tax deduction.

This summarySection 162(m). Section 162(m) of the Code provides that any compensation paid to a “covered employee” (our Chief Executive Officer or any one of our other three highest paid executive officers (other than the Chief Financial Officer) who is directed solely to holders that holdemployed by the Company on the last day of our stock or warrants as capital assetstaxable year) within the meaning of Section 1221 of162(m) that exceeds $1,000,000 cannot be deducted by the Code, which generally means as property heldCompany for investment. In addition, the following discussion only addresses “U.S. persons” for U.S. federal income tax purposes generally defined as beneficial ownersunless, in general, (1) such compensation constitutes “qualified performance-based compensation” satisfying the requirements of Section 162(m) and (2) certain components of the plan or agreement providing for such performance-based compensation have been approved by the stockholders. We intend that options, stock appreciation rights, cash incentive awards and certain other performance-based awards under the 2012 Plan that are granted to persons expected to be “covered employees” will constitute “qualified performance-based compensation” and, accordingly, will not be subject to the $1,000,000 Section 162(m) deductibility cap. The Committee considers its primary goal to design compensation strategies that further the best interests of the Company and its stockholders. In certain cases, the Committee may determine that the amount of tax deductions lost is insignificant when compared to the potential opportunity a compensation program provides for creating stockholder value. The Committee therefore retains the ability to evaluate the performance of our stock or warrants that are:executive officers and to pay appropriate compensation, even if it may result in the non-deductibility of certain compensation.

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If2012 Plan provides for an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our stock or warrants, the U.S. federal income tax treatmentautomatic reduction of a partner generally will depend onparticipant’s awards to the statusextent that an award would result in any excess parachute payment that would trigger such an excise tax, unless the participant is party to a written agreement with the Company that provides for other treatment with respect to such excess parachute payments.

New Plan Benefits

On June 6, 2012 (the “Grant Date”), subject to the approval of the partner and2012 Plan by our stockholders, the activities of the partnership. A partner of a partnership holdingCompany granted an SAR to Eric A. Cohen, our stock or warrants should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the Migratory Merger.

This summary is not a comprehensive description of all of the U.S. federal tax consequences that may be relevant to holders. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate tax consequences to you of the Migratory Merger, as well as any tax consequences arising under the laws of any state, local, foreign or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

We have not requested a ruling from the IRS or an opinion of counsel regarding the U.S. federal income tax consequences of the Migratory Merger. However, we believe:

Persons who, immediately beforeextent that the Migratory Merger, hold 1% or more, by vote ortotal market value of the Company’sshares of our common stock that are currently outstanding exceeds $200 million.

The SAR covers an aggregate of 543,872 shares of our common stock and is to be settled only in whole shares of our common stock. It will vest and become exercisable with respect to one third of the covered shares on each of the first three anniversaries of the Grant Date. However, it will not become exercisable (and accordingly no shares of our common stock will be issued thereunder) until the date that is the later of (a) the date our stockholders approve the 2012 Plan and (b) the last of any seven Valuation Dates (as defined in the Award Agreement) within any period of ten or fewer Valuation Dates that commence after June 6, 2012 and prior to June 6, 2022, on each of which the Company’s securitiesmarket value per share of our common stock (determined as provided in the Award Agreement) is at least $22.07. The SAR expires on June 6, 2022.

Accordingly, if the 2012 Plan is approved at the Annual Meeting, there will then be an outstanding SAR held by Mr. Cohen with a tax basisrespect to 543,872 shares of $1,000,000 or more, are “significant holders”our common stock and are287,053 shares of our common stock remaining available for other awards under the 2012 Plan.

The table below sets forth the number of shares of our common stock covered by the SAR that has been granted to Mr. Cohen under the 2012 Plan, subject to certain reporting requirements. Each significant holder will be required to include a statement with his, her or its federal income tax return identifying the parties to the Migratory Merger and stating the datestockholder approval of the Migratory Merger and2012 Plan. No other awards have yet been made under the fair market value and tax basis of the significant holder’s stock or securities in the Company immediately before the Migratory Merger.

Holders of the Company’s stock or warrants are urged to consult their own tax advisors regarding additional reporting requirements that may result from the Migratory Merger.

Regulatory Approvals2012 Plan.

The Company is required to obtaincannot determine the approvalamounts of its shareholdersany other awards that will be granted under the NRS in order to effect2012 Plan or the Migratory Merger. The Company is required to file with the SEC, and distributebenefits of any awards to the Company’s shareholders, this proxy statementexecutive officers named in accordance with applicable federal securities laws. Upon approval of the proposals included in this proxy statement, to effectSummary Compensation Table, the Migratory Merger, the Company will need to file an amendment to the Nevada Articles, setting forth the amendments contemplated by the Charter Amendment Proposals, and Articles of Merger,executive officers as a group, or employees who are not executive officers as a group (other than, in each case, with the Secretary of State of the State of Nevada, and a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. Additionally, pursuantrespect to Financial Industry Regulatory Authority (“FINRA”) Rule 6490, the Company will be required to submit an “Issuer Company-Related Action Notification Form” to FINRA and Pacific Stock Transfer Company, the transfer agent for our Common Stock, will be required to submit a “Transfer Agent Verification Form” to FINRA, in each case no less than ten days prior to the consummation of the Migratory Merger. Other than the foregoing and any required disclosure of the transaction pursuant to the Exchange Act, to the Company’s knowledge, no federal or state regulatory requirements must be complied with or approvals must be obtained in connection with the Migratory Merger.

Dissenters’ Rights

For the purposes of this section, the term “Company” means Power Solutions International, Inc., a Nevada corporation, prior to the consummation of the Migratory Merger, and means Power Solutions International, Inc., a Delaware corporation, the surviving corporation in the Migratory Merger, following the consummation of the Migratory Merger.

Holders of record of shares of the Company’s Common Stock that do not vote in favor of the Migratory Merger or consent thereto in writing and that properly demand payment for their shares will be entitled to dissenters’ rights in connection with the Migratory Merger under Sections 92A.300 - 92A.500 of the NRS. Holders of record of shares of Preferred Stock that do not vote in favor of the Migratory Merger or consent thereto in writing and that properly demand payment for their shares may potentially be entitled to similar dissenters’ rights in connection with the Migratory Merger. Holders of record of shares of the Company’s capital stock will not be entitled to dissenters’ rights under NRS Sections 78.2055 or 92A.380 as a direct result of the conversion of each 32 shares of Common Stock into one share of the common stock of PSI Delaware pursuant to the Migratory Merger.

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The following discussion is not a complete statement of the law pertaining to dissenters’ rights under NRS Sections 92A.300 -92A.500 and is qualified in its entirety by the full text of NRS Sections 92A.300 - 92A.500, which is attached to this proxy statement asAppendix DMr. Cohen). The following summary does not constitute legal or any other advice nor does it constitute a recommendation that shareholders exercise their dissenters’ rights under NRS Sections 92A.300 - 92A.500. All references in NRS Sections 92A.300 -92A.500 and in this summary to a “shareholder” or “holders of shares of the Company’s capital stock” are to the record holder or holders of the shares of the Company’s capital stock entitled to vote as to which dissenters’ rights are asserted. A person having a beneficial interest in shares of the Company’s capital stock held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect dissenters’ rights, or must assert his or her own dissenters’ right and submit a written consent of the shareholder of record in accordance with NRS 92A.400.

To assert dissenters’ rights, shareholders must satisfy all of the following conditions in NRS Section 92A.420 and 92A.440:

Before the vote on the adoption of the Migratory Merger occurs at the Special Meeting, each shareholder that wishes to assert dissenters’ rights must give written notice to the Company before the vote is taken, of the shareholder’s intent to demand payment for his or her shares if the Migratory Merger takes place and may not vote or cause or permit to be voted his or her shares in favor of the proposed Migratory Merger. Absent such notice, neither voting against, abstaining from voting, or failing to vote on the adoption of the Migratory Merger will constitute notice of intent to demand payment or demand for payment of fair value within the meaning of NRS Section 92A.420.

A dissenting shareholder may NOT vote for approval of the Migratory Merger. If a shareholder returns a signed proxy but does not specify in the proxy a vote against adoption of the Migratory Merger or an instruction to abstain, the proxy will be voted FOR adoption of the Migratory Merger, which will have the effect of waiving the rights of that shareholder to have his or her shares purchased at fair value. Abstaining from voting or voting against the adoption of the Migratory Merger will NOT constitute a waiver of dissenters’ rights.

After the vote is taken at the Special Meeting, if the Migratory Merger is approved, no later than 10 days after the Migratory Merger becomes effective, a written dissenters’ notice and form, accompanied by a copy of NRS Sections 92A.300 - 92A.500 inclusive, will be sent to each shareholder determined to be entitled to assert dissenters’ rights that has given the written notice described above and did not vote in favor of the Migratory Merger. The dissenters’ notice will state where the payment demand must be sent, and where and when share certificates must be deposited. It will inform the holders of shares not represented by certificates to what extent the transfer of those shares will be restricted after the demand for payment is received. The notice will include a form for demanding payment that will require the shareholder asserting dissenters’ rights to certify whether or not the shareholder acquired beneficial ownership of the shares before May 5, 2011, the date of the first announcement to the news media or the Company’s shareholders ofUnder the terms of the proposed Migratory Merger, and that2012 Plan, the shareholder did not vote in favornumber of awards to be granted is within the discretion of the transaction. It will also set a date, not fewer than 30 nor more than 60 days after delivery of the notice, by which the payment demand must be received from the dissenting shareholder, and state that the shareholder shall be deemed to have waived the right to demand payment unless the form is received by the Company by such specified date. Please note that shares acquired after May 5, 2011, referred to in this section as after-acquired shares, may be subject to different treatment in accordance with NRS Section 92A.470 than shares acquired before that date.Committee.

A shareholder that receives a dissenters’ notice must comply with the terms of the notice. A shareholder asserting dissenters’ rights that does so by demanding payment, depositing its certificates in accordance with the terms of the notice and certifying that beneficial ownership was acquired before May 5, 2011 will retain all other rights of a shareholder until these rights are cancelled or modified by the Migratory Merger.

Dissenters’ rights under NRS Section 92A.400 may be asserted either by a beneficial shareholder or a shareholder of record. A record shareholder may assert dissenters’ rights as to fewer than every share registered in its name only if it objects for all shares beneficially owned by any one person and notifies the Company in writing of the name and address of each person on whose behalf it asserts dissenters’ rights. A beneficial shareholder may assert dissenters’ rights as to shares held on its behalf only if it submits to the Company the shareholder of record’s written consent not later than the time such beneficial shareholder asserts dissenters’ rights and it does so for all shares that it beneficially owns or over which it has the power to direct the vote.

Within 30 days after receipt of a payment demand, the Company will pay in cash to each shareholder determined to be entitled to assert dissenters’ rights that complied with the terms of the dissenters’ notice the amount the Company estimates to be the fair value of the shares, plus accrued interest, except that the Company may withhold payment from a dissenter as to after-acquired shares until

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after the Migratory Merger is effected, at which point it shall offer its estimate of fair value of such shares, plus interest, to the dissenter in accordance with NRS 92A.470. The payment will be accompanied by (1) the Company’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment; (2) an income statement for that year; (3) a statement of changes in shareholder’s equity; (4) if (1-3) are unavailable, reasonably equivalent financial information and the latest available quarterly financial statements; (5) a statement of the Company’s estimate of the fair value of the shares; and (6) a statement of the dissenter’s rights to demand payment under NRS 92A.480 and that if any such shareholder does not do so within the period specified, such shareholder shall be deemed to have accepted such payment. Within 30 days of payment or offered payment, if a dissenting shareholder determined to be entitled to assert dissenter’s rights believes that the amount paid is less than the fair value of the shares or that the interest due is incorrectly calculated, the shareholder may notify the Company in writing of his own estimate of the fair value of the shares and interest due. If this kind of claim is made by a shareholder, and it cannot be settled, the Company is required to commence a proceeding within 60 days after receiving the payment demand and petition the district court to determine the fair value of the shares and accrued interest. If the Company is required to commence such a proceeding and fails to do so within the statutory 60 day period, it will be required to pay to each dissenter whose demand remains unsettled the amount demanded by such dissenter, plus interest.

The costs and expenses of a court proceeding will be determined by the court and generally will be assessed against the Company, but these costs and expenses may be assessed as the court deems equitable against all or some of the shareholders demanding appraisal that are parties to the proceeding if the court finds the action of the shareholders in failing to accept the Company’s payment or offered payment was arbitrary, vexatious or not in good faith. These expenses may include the fees and expenses of counsel and experts employed by the parties.

All written notices of intent to demand payment of fair value should be sent or delivered to, Power Solutions International, Inc., Attn: Thomas J. Somodi, 655 Wheat Lane, Wood Dale, IL 60191.

Recommendation of the Board

The Merger Agreement has been approved by the Board of the Company and by the board of directors of PSI Delaware. A vote in favor of this Proposal No. 4 is a vote to approve the Merger Agreement and the Migratory Merger.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERSSTOCKHOLDERS VOTE “FOR” PROPOSAL NO. 42 TO APPROVE THE MERGER AGREEMENT AND THE MIGRATORY MERGER.POWER SOLUTIONS INTERNATIONAL, INC. 2012 INCENTIVE COMPENSATION PLAN.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPONEXECUTIVE OFFICERS

In connection withThe following sets forth certain information regarding executive officers of the Reverse RecapitalizationCompany. Information pertaining to Mr. Winemaster, who is both a director and the Private Placement, each of our shareholders that is also one of our executive officers and/or directors entered into the Voting Agreements, pursuant to which such person agreed to vote his shares of Common StockPresident and Preferred Stock, as applicable, in favor of the Migratory Merger, the Reverse Split and any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split. The securities held by persons who entered into Voting Agreements represented, as of August 9, 2011, approximately 86.11% of the total voting power of the outstanding capital stockChief Executive Officer of the Company, (giving effectmay be found in the “Nominees” section of Proposal No. 1 above.

The Board elects officers annually. Subject to the limitations on conversionterms of his employment agreement, Mr. Somodi serves at the direction of our Chief Executive Officer and the Board. Mr. Winemaster serves at the direction of our Chief Executive Officer and the Board.

The following table lists the current executive officers of the Preferred StockCompany, their age, their position with the Company and the year each was first serving as an officer.

Kenneth Winemasterhas served as our Senior Vice President and Secretary since 2001, and served as a director from 2001 through November 21, 2011. Mr. Winemaster has primary responsibility for our relationships and operations with Caterpillar and Perkins. Mr. Winemaster has expertise in raw material procurement, assembly and shipping.

Eric Cohen was appointed as the Company’s Chief Operating Officer in April 2012. Mr. Cohen has management experience with firms that design and manufacture engines and turbines, including General Electric, Ampere Automotive, Midwest Air Technologies and Power Plant Services. From 2004 through 2010, Mr. Cohen was a managing partner of WHI Capital Partners, a Chicago-based private equity firm that invests in mid-size companies. From January 2011 through March 2012, Mr. Cohen served as the President of Power Plant Services, a manufacturer of standard and custom aftermarket parts for turbines, generators, valves and coal handling equipment. Mr. Cohen earned a mechanical engineering degree from the University of Wisconsin and an MBA from Harvard Business School.

Daniel Gorey was appointed as the Company’s Chief Financial Officer in April 2012. Mr. Gorey has served as the Company’s Senior Vice President of Finance since July 2011, utilizing his experience with publicly-traded companies to help guide the Company in its transition to public company status. Before joining the Company, Mr. Gorey served as the chief financial officer and on the board of directors of Quixote Corporation, a publicly-traded provider of highway crash safety systems. Mr. Gorey joined Quixote Corporation in 1985, and served as its chief financial officer from 1995 until February 2010. From March 2010 until he joined the Company, Mr. Gorey was an independent financial consultant. Mr. Gorey also serves on the board of directors of American Roller Company, a privately-held manufacturer of industrial rollers. Mr. Gorey earned a Bachelor of Science degree in Accounting from the University of Illinois and is a certified public accountant.

Thomas Somodi served as our Chief Operating Officer and Chief Financial Officer from 2005 through April 9, 2012, served as a director from 2005 through October 26, 2011, and previously served as a consultant to us from 2002 to 2005. On April 9, 2012, Mr. Somodi became the Chief Strategy Officer of the Company, and was replaced as Chief Operating Officer and Chief Financial Officer by Mr. Cohen and Mr. Gorey, respectively.

Mr. Somodi has over 30 years of experience in domestic and international corporate reorganizations, acquisitions, divestitures and greenfield expansions covering the U.S., the United Kingdom, South Africa, Canada, Mexico, Japan, the Caribbean, Germany and Australia. From 1980 to 1998, Mr. Somodi served as the Corporate Controller and, for a portion of such period, as VP of Finance of International Operations for Albert Trostel & Sons Company/Everet Smith Group, LTD, an international holding company with a significant presence in the leather tanning, precision molding, metal fabrication and foundry industries. Mr. Somodi served as an executive consultant for Crowe Chizek and Company LLC, a consulting and accounting practice company, from 1998 to 2000, and has personally owned and overseen eight independent companies covering pallet & crate manufacturing, packaging, lumber mill operations, furniture manufacturing, internet technology, media & advertising, access control/security and merchant processing services. Mr. Somodi holds a Masters of Science in management from the University of Wisconsin-Milwaukee, and a Bachelor of Business Administration in finance from the University of Wisconsin-Milwaukee. Mr. Somodi is also a certified public accountant in the state of Wisconsin.

EXECUTIVE COMPENSATION

Power Solutions International, Inc. (f/k/a Format, Inc.)

The table below summarizes the compensation earned for the fiscal year indicated for services rendered to our company, in all capacities, by (i) our Chairman of the Board, Chief Executive Officer and President, (ii) our two other executive officers as of the end of our last fiscal year, and (iii) the principal (and only) executive officer of Format, Inc. prior to the reverse recapitalization (collectively, the “named executive officers”).

Employment Agreements

Other than the employment agreement entered into with Mr. Somodi at the closing of the reverse recapitalization described below, we do not have any employment agreements in effect with any of our named executive officers. We do, however, have an employment agreement in effect with Eric A. Cohen, who was appointed as our Chief Operating Officer in April 2012, as described in further detail below.

Employment Agreement with Thomas J. Somodi

Mr. Somodi entered into an employment agreement with The W Group, dated as of April 16, 2005, which employment agreement was amended pursuant to the amendment to employment agreement, dated as of January 1, 2008. Mr. Somodi’s employment agreement, as amended, provided for a minimum annual base salary of $500,000, discretionary bonus payments by The W Group as deemed appropriate by The W Group and life insurance premiums. Pursuant to the amendment to the employment agreement, in The W Group’s fiscal year ended December 31, 2008, Mr. Somodi was awarded a cash bonus of $92,555, representing 25% of the prepaid interest savings resulting from the termination of The W Group’s credit facilities then in effect with Bank of America. The term of Mr. Somodi’s employment agreement commenced in April 2005 and expired in April 2010.

We entered into a new employment agreement with Mr. Somodi, dated April 29, 2011 and effective as of January 1, 2011. This employment agreement is scheduled to expire on December 31, 2012, and provides for an

annual base salary of $500,000 in each of calendar years 2011 and 2012. Pursuant to the employment agreement, Mr. Somodi is further (1) eligible for a bonus for each of calendar years 2011 and 2012, as determined in the discretion of our board of directors, and (2) eligible for equity compensation under any equity plan established and maintained by us.

If Mr. Somodi’s employment is terminated, then under his employment agreement, Mr. Somodi will receive the compensation described below. If Mr. Somodi violates the employment agreement’s restrictions on competing with us or soliciting our employees, customers or suppliers, we will have the right to terminate payment or provision of the compensation described below and we will be entitled to reimbursement of any of these amounts that we have paid prior to such violation. If prior to the expiration of the term of the employment agreement we terminate Mr. Somodi without Cause (as defined in the employment agreement and described below) and Mr. Somodi executes a general release, then Mr. Somodi will be entitled to receive the remainder of his base salary he would have received if he had remained employed through and including December 31, 2012. If prior to the end of the term of the employment agreement, Mr. Somodi’s employment is terminated for Cause, Mr. Somodi will not be entitled to any compensation or other benefits, other than eligibility, to the extent permissible, for continued coverage under our health benefit plans. Upon the termination of Mr. Somodi’s employment with us, to the extent permissible, Mr. Somodi will be eligible for continued coverage under our health benefit plans, provided that Mr. Somodi reimburses us for the cost of any such continued coverage.

For purposes of Mr. Somodi’s employment agreement, “Cause” means a conviction by him of a felony, his gross negligence, willful misconduct or unlawful conduct which results in significant financial loss or liability to us, his disability, his liquidation or other transfer of an aggregate of more than 50% of any shares of our common stock Mr. Somodi has received from Gary Winemaster pursuant to the purchase and sale agreement entered into between Mr. Somodi and Mr. Winemaster, his breach of any of the provisions in the employment agreement regarding confidentiality and restrictions on competing with us or soliciting our employees, customers or suppliers, and other customary events specifically set forth in the Certificateemployment agreement.

Employment Agreement with Eric A. Cohen

On June 6, 2012, the Company and one of Designation).our subsidiaries entered into an employment agreement with Eric A. Cohen, our Chief Operating Officer. The Voting Agreements mayemployment agreement with Mr. Cohen expires on April 1, 2016; however, it automatically renews for an additional one-year period unless either the Company or Mr. Cohen notifies the other party in writing of the intention not to renew the employment agreement by no later than January 2, 2016. The employment agreement with Mr. Cohen provides for (1) an annual base salary of $350,000, subject to increase from time to time, and (2) an annual bonus of up to 100% of Mr. Cohen’s base salary, to be amendedpaid at the discretion of the Board.

In the event that Mr. Cohen’s employment is terminated by the Company without Cause (as defined in the employment agreement) during the employment term, he will be entitled to receive, among other things, (a) continued payments of his base salary for 12 months and (b) an amount equal to the annual bonus earned by Mr. Cohen in the prior period, pro rated for the number of calendar days of the current period during which Mr. Cohen was employed by the Company or terminated without our consentsubsidiaries. The Employment Agreement also restricts Mr. Cohen from competing with the Company during the term of the agreement and withoutfor 18 months after termination of his employment with the consentCompany, and restricts Mr. Cohen from soliciting our customers or employees during the term of the agreement and for 24 months after termination of his employment with the Company.

Potential Payments Upon Termination or Change-in-Control

Prior to the reverse recapitalization, The W Group paid premiums for life insurance policies on the lives of each of our named executive officers. However, no amounts are presented below for any of our named executive officers other than Thomas Somodi, as Gary Winemaster and Kenneth Winemaster have historically funded premiums for such life insurance policies out of their respective base salaries. Further, pursuant to our employment agreement with Mr. Somodi entered into in connection with the individual parties thereto and the holders of 66 2/3%closing of the outstanding Preferred Stock. A proxyreverse

recapitalization, Mr. Somodi is grantedentitled to Messrs. David M. Greenhouse and Austin W. Marxe pursuant to eachcertain payments upon termination of the Voting Agreements; however, the voting power granted by each proxy is limited to votes involving the Migratory Merger, the Reverse Split and any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split. Further, the proxy is only exercisable if an individual subject to a Voting Agreement fails to honor the terms of the Voting Agreement.

As a result of the consummation of the Migratory Merger, the Company will be reincorporated in the State of Delaware. Pursuant to the Merger Agreement, effective upon the consummation of the Migratory Merger, (1) the Company’s directors and executive officers immediately prior to the consummation of the Migratory Merger will serve as the directors and executive officers of PSI Delaware, and (2) the Delaware Certificate and the Delaware Bylaws in effect immediately prior to the consummation of the Migratory Merger will be the certificate of incorporation and bylaws, respectively, of PSI Delaware, as the surviving corporation in the Migratory Merger. Accordingly, if the proposals set forth in this proxy statement are approved, the Company’s current executive officers and directors will continue as the executive officers and directors of the surviving corporation in the Migratory Merger, and will be subject to the provisions of the DGCL, the Delaware Certificate and the Delaware Bylaws, including the provisions therein relating to indemnification and limitation of liability of directors and officers. Forhis employment. See “– Employment Agreements” above for a description of certain significant provisionspayments to which Mr. Somodi is entitled pursuant to his employment agreement. Other than these arrangements, we currently do not have any compensatory plans or arrangements that provide for any payments or benefits upon the resignation, retirement or any other termination of any of our named executive officers, as the result of a change in control, or from a change in any executive officer’s responsibilities following a change in control. However, please see the above description of our employment agreement with Mr. Cohen.

The table below provides a quantitative analysis of the DGCL,amount of compensation payable to Thomas Somodi in each situation involving a termination of employment, assuming that each had occurred as of December 31, 2011.

Director Compensation

During fiscal 2011, no directors who were employees of our company were entitled to receive any compensation for serving as members of our board of directors. During fiscal 2011, we did not have a standard compensation arrangement for the Delaware Certificate andnon-employee members of our board of directors. The table below summarizes the Delaware Bylaws, including the provisions thereof regarding indemnification and limitation of liabilitycompensation earned by each non-employee director for service on our board of directors and officers, see “Proposal No. 4 – Comparison of Shareholder Rights Before and Afterfor the Migratory Merger” above.

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We have adopted a new program for director compensation which entitles each non-employee director to receive an annual retainer of $30,000 for service on the Board. In addition, if the Power Solutions International, Inc. 2012 Incentive Compensation Plan is approved, equity awards may be granted to our non-employee directors under such plan. Pursuant to our compensation policy, we will not pay additional compensation to our executive officers for their service as directors.

As of the end of our fiscal year ended December 31, 2011, we did not have any securities authorized for issuance under any equity compensation plans. Please see Proposal No. 2 for a description of the 2012 Plan, which is being submitted for approval at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Common Stock and the Preferred Stockour common stock as of August 9, 2011, the record date for the Special Meeting,1, 2012, by the following individuals or groups: (1) each person known by us to own beneficially more than 5% of the outstanding shares of the Common Stock and/or the Preferred Stock, as applicable,our common stock, (2) each of our directors, (3) each of ourthe named executive officers, and (4) all of our directors and executive officers as a group. The table below further sets forth beneficial ownership information of the common stock of PSI Delaware on a pro forma basis as if the Migratory Merger (including the conversion of each 32 shares of Common Stock into one share of common stock of PSI Delaware and the automatic conversion of shares of Preferred Stock into shares of the common stock of PSI Delaware) occurred on or prior to August 9, 2011.

The information regarding beneficial ownership of the Common Stock (or, in the case of the pro forma amounts and percentages set forth in the table below, the common stock of PSI Delaware) reflects shares issuable upon conversion of the Preferred Stock and in some cases (as indicated below), shares issuable upon exercise of Private Placement Warrants. As described in greater detail above under “General Information – Description of the Series A Convertible Preferred Stock,” prior to the Migratory Merger, the number of shares of Common Stock into which the Preferred Stock is convertible is subject to limitations set forth in the Certificate of Designation. Immediately following the effectiveness of the Migratory Merger, each issued and outstanding share of Preferred Stock will automatically convert into a number of shares of common stock of PSI Delaware equal to $1,000 divided by $12.00, the conversion price to then be in effect. The Private Placement Warrants will be exercisable only following the effectiveness of the Migratory Merger.

Gary Winemaster, Kenneth Winemaster, Thomas Somodi and Kenneth Landini, our shareholders who are also officers and/or directors of our company, have each entered into Voting Agreements pursuant to which such person agreed to vote his shares of our Common Stock and Preferred Stock, as applicable, in favor of the Migratory Merger, the Reverse Split and any other matters as may be necessary or advisable to consummate the Migratory Merger and the Reverse Split. See “Interest of Certain Persons in Matters to be Acted Upon” above for a description of the Voting Agreements.

Unless otherwise indicated, to our knowledge, each person listed below has sole dispositive and voting power with respect to the shares of Common Stock (or, in the case of the pro forma amounts and percentages set forth in the table below, theour common stock of PSI Delaware) shown below as beneficially owned by such person, except to the extent authority is shared by spouses under applicable law and except for the shares of Common Stock (or, in the case of the pro forma amounts and percentages set forth in the table below, theour common stock of PSI Delaware) set forth next to our directors and executive officers listed as a group. Beneficial ownership amounts and percentagepercentages have been determined in accordance with Rule 13d-3 under the Exchange Act and generally includes voting or investment power with respect to the securities. The information is not necessarily indicative of beneficial ownership for any other purpose.

As of August 9, 2011, (a) 10,770,0831, 2012, 9,064,537 shares of Common Stock (336,597 shares ofour common stock of PSI Delaware on a pro forma basis as if the Migratory Merger was consummated on or prior to such date), and (b) 113,960.90289 shares of Preferred Stock, were issued and outstanding.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

40Transactions discussed in this section relate to The W Group and its consolidated subsidiaries, collectively, prior to the closing of the reverse recapitalization transaction on April 29, 2011, Power Solutions International, Inc. (f/k/a Format, Inc.), a Nevada corporation, as successor to the business of The W Group, and its consolidated subsidiaries, collectively, following the closing of the reverse recapitalization transaction, and Power Solutions International, Inc., a Delaware corporation, as the surviving corporation of the migratory merger, following the consummation of the migratory merger on August 26, 2011.