UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2004
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C&D Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
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(State or other (Commission file number) (IRS employer
jurisdiction of identification
incorporation) no.)
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (215) 619-2700
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
As previously reported in a press release attached to its Form 8-K dated June
30, 2004, the registrant acquired Datel Holding Corporation for an aggregate
purchase price of approximately $74.6 million on June 30, 2004, by means of a
merger of a subsidiary of the registrant with Datel Holding Corporation. The
purchase price consisted of a $66.2 million cash payment as well as the
assumption of approximately $8.4 million in debt.
Datel is a Mansfield, Massachusetts-based manufacturer with sales of
approximately $60 million for the twelve months ending March 31, 2004. Datel's
business is focused primarily on DC/DC Converters, with additional product
offerings in data acquisition components and digital panel meters.
The registrant's bank line of credit was amended and increased from $100 million
to $175 million, with a provision that allows the facility to expand to $200
million under certain conditions, to provide financing for this acquisition as
well as additional working capital.
Item 7. Financial Statements and Exhibits.
(A) Financial Statements.
This item is not applicable because the acquisition does not satisfy the
reporting threshold, under regulations promulgated by the Securities and
Exchange Commission.
(B) Pro Forma Financial Information.
This item is not applicable because the acquisition does not satisfy the
reporting threshold, under regulations promulgated by the Securities and
Exchange Commission.
(c) Exhibits.
10.1 Merger Agreement dated as of June 10, 2004 among C&D Technologies,
Inc., CLETADD Acquisition Corporation and Datel Holding Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
C&D TECHNOLOGIES, INC.
Date: July 15, 2004 By:/s/ Stephen E. Markert, Jr.
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Stephen E. Markert, Jr.,
Vice President - Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
10.1 Merger Agreement dated as of June 10, 2004 among C&D Technologies,
Inc., CLETADD Acquisition Corporation and Datel Holding Company