Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 24, 2009, Magnetek, Inc. (the "Company") was notified that Dewain K. Cross, a member of the Company's Board of Directors and an independent director, passed away. Mr. Cross was the chairman of the Audit Committee as well as a member of the Compensation, Nominating and Corporate Governance and Retirement Plan Committees.

Section 303A.07(a) of the New York Stock Exchange Listed Company Manual requires all publicly traded companies to have at least three directors serving on the audit committee. On August 25, 2009, the Company notified NYSE Regulation, Inc. ("NYSE") that, as a result of Mr. Cross' death, its audit committee no longer has three members, and on the same day, the NYSE provided written notice that the Company is deficient in meeting the requirements of Section 303A.07(a) because it does not have three members on the audit committee. The Company intends to schedule meetings of its Nominating and Corporate Governance Committee and the Board of Directors in order to address this vacancy on the Audit Committee.

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