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): April 18, 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 2.02 Results of Operations and Financial Condition.
C&D Technologies, Inc. (the "Company") was unable to file its Annual Report on
Form 10-K for the fiscal year ended January 31, 2005, within the prescribed time
period (i.e., on or before the April 18, 2005, due date) without unreasonable
effort or expense. The Company expects, however, to file the Form 10-K on or
before May 3, 2005. The Company requires the additional time in order for (i)
the Company to complete the preparation of its consolidated financial statements
which will be included in the Form 10-K for the reasons stated below and (ii)
the Company's management to complete its assessment of the effectiveness of the
Company's internal control over financial reporting as of January 31, 2005, in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
Since management has not yet completed its testing and evaluation of the
Company's internal control over financial reporting, there can be no assurance
that, as a result of the ongoing testing and evaluation of internal control over
financial reporting, additional deficiencies will not be identified or that any
deficiencies identified previously or hereafter, either alone or in the
aggregate, will not be considered a material weakness in the Company's internal
control over financial reporting as of January 31, 2005.
As a result of its annual assessment of goodwill in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets," the Company has concluded that an impairment of its goodwill exists. At
this time, the Company believes its fourth quarter results will include a
non-cash pre-tax goodwill impairment charge that may exceed $65 million. This
impairment results from the Company's year-end analysis of goodwill for its
Power Electronics Division, which has goodwill of $112 million of the Company's
total goodwill of $171 million. This non-cash pre-tax charge is expected to be
in addition to the March 7, 2005, announced fourth quarter net loss, which had
been anticipated to be in the range of $.04 to $.06 per share, but is currently
expected to be a net loss of approximately $.08 per share, with both of the
March and current estimates excluding any effect of the annual assessment of
goodwill. The determination of the amount of the impairment to goodwill and/or
other assets has not yet been finalized. Any estimate of the impairment at this
time could change upon finalization of the goodwill impairment analysis.
This Form 8-K may contain forward-looking statements (within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934), which are based on management's current expectations and
are subject to uncertainties and changes in circumstances. Words and expressions
reflecting something other than historical fact are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. Factors that appear with the forward-looking statements, or in the
Company's Securities and Exchange Commission filings (including without
limitation the Company's annual report on Form 10-K for the fiscal year ended
January 31, 2004, or the quarterly reports filed on Form 10-Q thereafter), could
cause the Company's actual results to differ materially from those expressed in
any forward-looking statements made herein.
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: April 19, 2005 By: /s/ Stephen E. Markert, Jr.
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Stephen E. Markert, Jr.,
Vice President - Finance and
Chief Financial Officer