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, 2001
[ ] 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, 2001 and 2000
And Supplemental Schedule
As of December 31, 2001
C&D Technologies Savings Plan
Index to Financial Statements and Supplemental Schedule
December 31, 2001 and 2000
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Page(s)
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Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2001 and 2000.......................... 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2001 and 2000............ 3
Notes to Financial Statements............................. 4 - 8
Supplemental Schedule:
Schedule H, Part IV, Item 4i* - Assets (Held at
End of Year).............................................. 9
* Refers to item numbers in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 2001.
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, 2001 and 2000,
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
at end of year) 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 21, 2002
C&D Technologies Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2001 and 2000
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2001 2000
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ASSETS
Investments............................ $35,714,772 $36,086,022
Contributions receivable:
Participant.......................... 98,527 96,158
Employer............................. 729,741 509,958
Receivable for investments sold........ 188,186 178,575
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Total assets...................... 36,731,226 36,870,713
LIABILITIES
Payable for investments purchased...... 27,771 56,089
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Total liabilities................. 27,771 56,089
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Net assets available for benefits...... $36,703,455 $36,814,624
========== ==========
The accompanying notes are an integral part of these financial statements.
-2-
C&D Technologies Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2001 and 2000
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2001 2000
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Additions:
Net depreciation in fair value of investments.......... $(4,434,930) $ (978,106)
Interest income........................................ 33,284 28,574
Dividend income........................................ 1,045,373 1,794,226
Employer contributions................................. 1,695,536 1,429,664
Participant contributions.............................. 3,326,532 2,711,508
Roll-over contributions................................ 465,827 3,505,516
Plan transfer (Note 1)................................. - 1,412,669
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Total additions................................... 2,131,622 9,904,051
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Deductions:
Benefits paid to participants......................... 2,173,769 3,295,366
Administrative expenses............................... 69,022 32,143
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Total deductions................................. 2,242,791 3,327,509
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Net (decrease) increase.......................... (111,169) 6,576,542
Net assets available for benefits:
Beginning of year..................................... 36,814,624 30,238,082
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End of year........................................... $36,703,455 $36,814,624
========== ==========
The accompanying notes are an integral part of these financial statements.
-3-
C&D Technologies Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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. The Plan currently
offers 16 mutual funds and the common stock of the Company as investment
options for participants.
The Company matches certain salaried employee's contributions on the basis
of $.50 for each $1.00 in amounts up to the 8% of compensation. This
matching company contribution is invested according to the participant's
allocations.
Effective only for the Plan year beginning on January 1, 2001, the Company
shall make a mandatory salary profit sharing contribution of 4% of the
participant's annual compensation for certain salaried employees. The
employees eligible for this profit sharing contribution are those salaried
employees hired on or after January 1, 2001 and those salaried employees
hired during the calendar year 2000 who opted out of the C&D Technologies
Pension plan for salaried employees prior to January 1, 2001.
For those participants who have not attained age 50 by the end of the Plan
year, 50% of this profit sharing contribution is invested according to the
participant's allocation, with the remaining 50% invested in the common
stock of the Company.
Effective for Plan years beginning after December 31, 2001, the Company may
make a discretionary salary profit sharing contribution not to exceed 8% of
the participant's annual compensation.
-4-
C&D Technologies Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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 2.5%
6-10 3.0%
11-20 3.5%
21 and greater 4.5%
For those participants who have not attained age 50 by the end of the Plan
year, a portion of this profit sharing contribution equal to 0.5% of the
participant's annual compensation is invested in the Company common stock,
with the remainder of the contribution invested according to the
participant's allocation.
Both salaried and hourly participants who have attained age 50 by the end
of the Plan year have 100% of the profit sharing contribution invested
according to their allocation, and have the ability to transfer any portion
of their account invested in the Company common stock to other investment
options.
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 and administrative
expenses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is a
benefit that can be provided from participant's vested account.
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. An hourly participant is 100% vested
after five years of service as defined in the Plan. A salaried participant
is 100% vested after three 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 At December 31, 2001, forfeited nonvested accounts totaled
$30,397. These accounts will be used to reduce future employer
contributions or Plan expenses. Also, in 2001, Plan expenses were
reduced by $58,674 from forfeited nonvested accounts.
-5-
C&D Technologies Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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 $5,000 or less 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
The Plan's investments are stated at fair value. Quoted market prices are
used to value investments. Shares of mutual funds are valued at 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.
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.
-6-
C&D Technologies Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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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.
December 31,
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2001 2000
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Fidelity Magellan Fund, 77,256 and 73,704 shares, respectively...................... $8,051,613 $8,792,858
Fidelity Managed Income Portfolio, 7,733,027 and 5,654,480 shares, respectively..... 7,733,027 5,654,480
Fidelity Growth & Income Fund, 175,577 and 165,267 shares, respectively............. 6,563,072 6,957,746
C&D Technologies Stock Fund, 110,255 and 182,768 units, respectively................ 2,519,327 * 6,181,990
Fidelity Puritan Fund, 115,649 and 101,097 shares, respectively..................... 2,043,510 1,903,650
Fidelity Spartan U.S. Equity Index Fund, 44,978 and 41,383 shares, respectively..... 1,827,896 1,937,149
*Includes nonparticipant directed amounts
During 2001 and 2000, 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 $(4,434,930) and $(978,106), respectively, as
follows:
Years Ended
December 31,
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2001 2000
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Mutual Funds...................... $(2,571,697) $(2,630,364)
Common Stock...................... (1,863,233) 1,652,258
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$(4,434,930) $ (978,106)
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-7-
C&D Technologies Savings Plan
Notes to Financial Statements
December 31, 2001 and 2000
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4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 31,
2001
Net assets:
Company common stock $126,904
Year Ended
December 31,
2001
Changes in net assets:
Contributions $126,904
5. 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.
6. PLAN TAX STATUS
The Plan has received a favorable determination letter dated May 22, 2002
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.
7. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity
Management Trust Co. ("Fidelity"). Fidelity is the trustee as defined by
the Plan and, therefore, these transactions qualify as party-in-interest
transactions.
The Plan is interpreted, administered and operated by a committee comprised
of the Company's Vice President & Chief Financial Officer, Vice President -
Human Resources and Vice President - Environmental and Safety/Health.
During 2001 and 2000, the Plan had purchases of C&D Technologies, Inc.
common stock in the amount of $4,381,848 and $6,959,438, respectively, and
sales of C&D Technologies, Inc. common stock in the amount of $6,006,162
and $3,228,812, respectively.
-8-
SUPPLEMENTAL SCHEDULE
C&D Technologies Savings Plan
Schedule H, Part IV, Item 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2001
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Description of Investment
Identity of Party Involved Rate of Interest Cost Fair Value
-------------------------- ---------------- ---- ----------
*Fidelity Institutional Retirement
Services Company: Magellan Fund...................................... $ 8,051,613
Growth & Income Fund............................... 6,563,072
Puritan Fund....................................... 2,043,510
Low-priced Stock Fund.............................. 1,764,676
Diversified International Fund..................... 774,811
Spartan U.S. Equity Index Fund..................... 1,827,896
Fidelity Fund...................................... 106,403
Government Income Fund............................. 260,490
Dividend Growth Fund............................... 220,836
Freedom Income Fund................................ 40,163
Freedom 2000 Fund.................................. 187,460
Freedom 2010 Fund.................................. 751,711
Freedom 2020 Fund.................................. 613,025
Freedom 2030 Fund.................................. 487,057
Managed Income Portfolio Fund...................... 7,733,027
Morgan Stanley Investments MSIFT Fixed Income Fund............................ 1,387,732
*C&D Technologies, Inc. C&D Technologies Corporate Common Stock............ $3,023,613 2,519,327
Participant Loans Interest, 6.75-11.5%, maturity of 1-5 years........ 381,963
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Total investments........................................................................ $35,714,722
==========
* Party-in-interest
-9-
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, 2002 By: /s/ Stephen E. Markert, Jr.
---------------------------
Stephen E. Markert, Jr.
Vice President and Chief
Financial Officer
EXHIBIT INDEX
23 Consent of Independent Accountants