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): March 1, 2005
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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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Executive Compensation
On March 1, 2005, the Compensation Committee of the Board of Directors
amended C&D's Management Incentive Compensation Plan Policy. A copy of the
Management Incentive Compensation Plan Policy is attached to this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Director Compensation
Effective March 1, 2005, C&D's Board of Directors amended C&D's
Nominating/Corporate Governance Charter (the "Charter") to, among other things,
establish the annual retainer and meeting fees for the Board of Directors and
the committees of the Board of Directors. Under the Charter, the annual retainer
for independent directors is $25,000 per year, and the annual retainer for the
Chairman of the Board returned to $65,000 per year (after having been
voluntarily reduced to $50,000). A copy of the amended Charter is attached to
this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On March 1, 2005, C&D's Board of Directors declared a cash dividend in the
amount of $.01375 per outstanding share of Common Stock, payable on April 6,
2005 to stockholders of record as of the close of business on March 22, 2005. A
copy of the press release announcing this dividend is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
10.1 C&D Technologies, Inc. Management Compensation
Plan Policy for Fiscal Year 2006.
10.2 C&D Technologies, Inc. Board of Directors
Nominating/Corporate Governance Committee Charter
As Amended Effective as of March 1, 2005.
99.1 Press release issued by C&D Technologies, Inc.
(the "Company") dated March 2, 2005.
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: March 2, 2005 By: /s/ Stephen E. Markert, Jr.
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Stephen E. Markert, Jr.,
Vice President - Finance and
Chief Financial Officer