SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED).
For the transition period from _____________ to ________________
Commission file number 1-9389
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: C&D TECHNOLOGIES SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
C&D TECHNOLOGIES, INC.
1400 UNION MEETING ROAD
BLUE BELL, PA 19422
C&D TECHNOLOGIES
SAVINGS PLAN
Financial Statements as of and
For the Years Ended December 31, 2000 and 1999
And Supplemental Schedule
As of December 31, 2000
C&D TECHNOLOGIES SAVINGS PLAN
Index to Financial Statements and Supplemental Schedule
December 31, 2000 and 1999
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Page(s)
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for
Benefits for the years ended
December 31, 2000 and 1999 3
Notes to Financial Statements 4 - 7
Supplemental Schedule:
Schedule H, Part IV, Item 4i* - Assets Held for
Investment Purposes as of December 31, 2000 8
* Refers to item numbers in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 2000.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the C&D Technologies Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the C&D Technologies Savings Plan (the "Plan") at December 31, 2000 and 1999,
and the changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
June 22, 2001
C&D TECHNOLOGIES SAVINGS PLAN
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
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Assets 2000 1999
------ ---- ----
Investments, at fair value $35,726,711 $29,687,286
Participants' loans receivable 359,311 275,506
Contributions receivable:
Employer 509,958 151,821
Employees 96,158 72,609
Receivable for invesments sold 178,575 173,071
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Total assets 36,870,713 30,360,293
Liabilities
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Payable for investments purchased 56,089 122,211
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Total liablilites 56,089 122,211
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Net assets available for benefits $36,814,624 $30,238,082
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The accompanying notes are an integral part of these financial statements.
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C&D TECHNOLOGIES SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2000 and 1999
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2000 1999
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Additions to net assets attributed to:
Net (depreciation) appreciation in fair
value of investments $ (978,106) $ 1,692,061
Interest income 28,574 387,933
Dividend income 1,794,226 1,546,136
Employer contributions 1,429,664 844,366
Participant contributions 2,711,508 2,084,048
Roll-over contributions 3,505,516 118,429
Plan transfer 1,412,669 -
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Total increase 9,904,051 6,672,973
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Deductions from net assets attributed to:
Benefits paid to participants 3,295,366 2,862,605
Administrative expense 32,143 -
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Total deductions 3,327,509 2,862,605
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Net increase 6,576,542 3,810,368
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Balance, beginning of year 30,238,082 26,427,714
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Balance, end of year $36,814,624 $30,238,082
========== ==========
The accompanying notes are an integral part of these financial statements.
- 3 -
C&D TECHNOLOGIES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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1. DESCRIPTION OF PLAN
GENERAL
The following description of the C&D Technologies Savings Plan ("the Plan")
provides only general information. Participants should refer to the
official Plan document for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan in which certain salaried and
hourly employees of C&D Technologies, Inc. (the "Company") are eligible to
participate, with the condition that salaried and hourly employees whose
terms and conditions of employment are governed by a collective bargaining
agreement are only eligible to participate if that agreement states that
they are eligible. The Plan is subject to the provisions of the Employee
Retirement Security Act of 1974 ("ERISA").
Effective December 29, 2000, the C&D Technologies Savings Plan for Hourly
Employees was terminated and merged into and was made part of the Plan. The
hourly employees became eligible to participate in the Plan effective
December 29, 2000.
CONTRIBUTIONS
The Participants may make pre-tax contributions to the Plan in any whole
percentage of compensation ranging from 1% to 15%. Participants may make
voluntary after-tax contributions, but in no event may pre-tax, after-tax
and employer contributions exceed 25% of compensation.
Upon completion of one year of service, the Company will match certain
salaried employees contributions on the basis of $.50 for each $1.00 in
amounts up to the 8% of compensation.
The Company shall make a mandatory hourly profit sharing contribution on
behalf of each eligible hourly employee equal to the appropriate percentage
of his/her compensation which varies based upon his/her years of vesting
service, as illustrated in the following table:
Years of % of
Vesting Service Compensation
0-5 1.5%
6-10 2.0%
11-20 2.5%
21 and greater 3.5%
Additional employer contributions may be made upon the discretion of the
Board of Directors. Participants are eligible to receive any discretionary
contributions if they have completed 1,000 hours of service during the plan
year and are employed by the Company on the last day of the plan year.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution,
the Company's contribution and an allocation of earnings.
- 4 -
C&D TECHNOLOGIES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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VESTING
Participants are 100% vested in their own contributions and the earnings
thereon. Vesting in the Company's contributions and earnings thereon is
based on years of continuous service. A participant is 100% vested after
five years of service as defined in the Plan. Any amount not vested at
termination will be forfeited upon the occurrence of five consecutive
1-year breaks-in-service following a participant's termination of
employment.
FORFEITURES
Forfeitures by participants shall be used by the Company to pay Plan
expenses or reduce future contributions. Forfeitures of $39,746 occurred in
2000. Of this amount, $27,994 was used to pay Plan expenses.
PAYMENT OF BENEFITS
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump sum amount in cash equal to
the value of the participant's vested interest in his or her account, or
annual installments over a period of not more than the participant's
estimated life expectancy. Participants' accounts with less than $5,000 may
be paid directly to participants or as a direct rollover to an IRA or
another plan in a single lump sum.
PARTICIPANT LOANS
Participants may borrow from their vested contribution balances. The loan
is limited to the greater of 50% of the vested contributions or $50,000.
The minimum loan amount is $1,000. Loans are repaid through regular payroll
deductions. Interest on the loans is charged at a rate no greater than 2%
over the Prime Rate at the loan origination date.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year-end. The C&D Technologies Stock Fund is valued at its year-end unit
closing price (comprised of year-end market price plus uninvested cash
position). Participant loans are valued at cost which approximates fair
value.
Purchases and sales are recorded on a trade-date basis. Interest income is
accrued when earned. Dividend income is recorded on the ex-dividend date.
Capital gain distributions are included in dividend income.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
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C&D TECHNOLOGIES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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EXPENSES
Certain administrative expenses are paid by the Company.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and changes therein, and disclosures of contingent assets and
liabilities. Actual results could differ from those estimates.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term
and that such changes could materially affect participants' account
balances and the amounts reported in the statement of net assets available
for benefits.
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
2000 1999
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Fidelity Magellan Fund, 73,704 and 65,918
shares, respectively $8,792,858 $9,006,415
Fidelity Stable Value Fund, 0 and 6,291,306
shares, respectively - 6,291,306
Fidelity Growth and Income Fund, 165,267 and
182,255 shares, respectively 6,957,746 8,595,161
Fidelity Puritan Fund, 101,097 and 77,815
shares, respectively 1,903,650 1,480,824
Fidelity Spartan U.S. Equity Index Fund,
41,383 and 35,815 shares, respectively 1,937,149 1,865,616
Fidelity Managed Income Portfolio, 5,654,480
and 0 shares, respectively 5,654,480 -
C&D Technologies Stock Fund, 182,768 and
43,559 units, respectively 6,181,990 707,547
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C&D TECHNOLOGIES SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) (depreciated)
appreciated in value by $(978,106) and $1,692,061, respectively, as
follows:
2000 1999
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Mutual Funds $(2,630,364) $1,388,026
Common Stock 1,652,258 304,035
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$ (978,106) $1,692,061
========== =========
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination, participants will become 100 percent vested in their accounts.
5. PLAN TAX STATUS
The Plan has received a favorable determination letter dated September 1999
from the Internal Revenue Service ("IRS") advising that the Plan
constitutes a qualified trust under Section 401(a) of the Internal Revenue
Code ("IRC"), and is therefore exempt from federal income taxes under
provisions of Section 501(a). The Plan Administrator believes that the Plan
is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
6. RELATED PARTY TRANSACTIONS
Fidelity Management Trust Co. is the trustee, as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
The MAS Fixed Income Portfolio is managed by Miller Anderson & Sherrerd
LLP. All other Plan investments are managed by Fidelity Management Trust
Co.
The Plan is interpreted, administered and operated by a committee comprised
of the Company's Vice President & Chief Financial Officer, Vice President -
Human Resources, Treasurer, Manager-Compensation and Benefits and Manager -
Pension 401(k).
During 2000 and 1999, the Plan had purchases of C&D Technologies, Inc.
common stock in the amount of $6,959,438 and $706,161, respectively, and
sales of C&D Technologies, Inc. common stock in the amount of $3,228,812
and $801,914, respectively.
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Supplemental Schedule
C&D TECHNOLOGIES SAVINGS PLAN
Schedule H, Part IV, Item 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 2000 (unaudited)
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Description of Investment
Identity of Party Involved Rate of Interest Fair Value
-------------------------- ------------------------- ----------
*Fidelity Institutional Retirement
Services Company: Magellan Fund $ 8,792,858
Growth & Income Fund 6,957,746
Puritan Fund 1,903,650
Low-Priced Stock Fund 1,085,838
Diversified International
Fund 775,512
Spartan U.S. Equity Index
Fund 1,937,149
Fidelity Fund 55,768
Government Income Fund 35,727
Dividend Growth Fund 107,424
Freedom Income Fund 48,852
Freedom 2000 Fund 133,114
Freedom 2010 Fund 648,338
Freedom 2020 Fund 437,860
Freedom 2030 Fund 456,511
Managed Income Portfolio 5,654,480
*Miller Anderson & Sherrerd, LLP MAS Fixed Income Fund 513,894
*Utilized Stock Fund C&D Technologies Stock Fund 6,181,990
Participant Loans Interest, 9.75 - 11.5%,
maturity of 1-10 years 359,311
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$36,086,022
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*Party-in-interest
- 8 -
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the C&D Technologies Pension Administration Committee has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
C&D Technologies Savings Plan
Date: June 28, 2001 By: /s/ Stephen E. Markert, Jr.
---------------------------
Stephen E. Markert, Jr.
Vice President and Chief
Financial Officer
EXHIBIT INDEX
23 Consent of Independent Accountants