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 21, 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:
[ ] 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 Material Definitive Agreements.
C&D Technologies, Inc. ("C&D") breached the leverage ratio covenant under
its Amended and Restated Credit Agreement dated as of June 30, 2004 (the "Credit
Agreement"). C&D obtained a waiver and renegotiated the credit facility to more
accurately reflect the company's leverage on a going-forward basis.
On April 21, 2005, C&D executed a Second Amendment (the "Second Amendment")
to the Credit Agreement, together with C&D International Investment Holdings
Inc. (the "Co-Borrower"), the subsidiaries of C&D identified therein, as
Guarantors, the Lenders identified therein (collectively, the "Lenders"), and
Bank of America, N.A., as Administrative Agent (the "Administrative Agent").
Pursuant to the Credit Agreement, the Lenders have made a $200 million credit
facility (the "Credit Facility") available to C&D and the Co-Borrower to finance
working capital, capital expenditures and other lawful corporate purposes.
The Second Amendment establishes financial covenants, which require C&D to
maintain minimum ratios such as fixed charge coverage and leverage ratios as
well as minimum consolidated net worth. And, for a period of one year, the
Second Amendment requires C&D to maintain minimum levels of trailing earnings
before interest, taxes, depreciation and amortization. The Second Amendment
changes the applicable rates of interest charged by the Lenders under the Credit
Facility, which rates of interest are determined by the total leverage ratio
maintained by the Company. As a condition to amending the terms of the Credit
Facility, the Lenders required C&D to pledge to the Administrative Agent, for
the benefit of the Lenders, as security for the obligations of C&D under the
Credit Agreement, (i) all of C&D's personal property assets; and (ii) C&D's
interest in the real properties located in Attica, Indiana; Conyers, Georgia;
and Milwaukee, Wisconsin (collectively, the "Real Properties"). As a further
condition to amending the terms of the Credit Facility, the Lenders also
required each of the Co-Borrower and the Guarantors to pledge all of their
respective personal property assets to the Administrative Agent, for the benefit
of the Lenders, as security for the obligations of each of them under the Credit
Agreement. In order to implement the agreement to pledge personal property
assets, each of C&D, the Co-Borrower and the Guarantors executed a Security
Agreement dated April 21, 2005, in favor of the Administrative Agent. Within 90
days after the date of the Second Amendment, C&D is also required to execute a
mortgage and any and all related documentation for each of the Real Properties,
in accordance with the terms of the Second Amendment. The Company paid normal
and customary arrangement, syndication and commitment fees in connection with
the execution of the Second Amendment.
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 22, 2005 By: /s/ Stephen E. Markert, Jr.
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Stephen E. Markert, Jr.,
Vice President - Finance and
Chief Financial Officer