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 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.
On June 22, 2005, C&D Technologies, Inc. ("C&D") announced that Dr. Jeffrey
Graves had been hired to serve as President and Chief Executive Officer of C&D
and was appointed to C&D's Board of Directors. Dr. Graves replaced George
MacKenzie, a member of C&D's Board of Directors who had served as interim
President and Chief Executive Officer since March 24, 2005. C&D entered into an
employment agreement with Dr. Graves effective as of June 21, 2005, pursuant to
which he will commence employment on July 5, 2005. The following table sets
forth a brief description of the material terms of Dr. Graves' employment:
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Base Salary $500,000 per annum
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Target Bonus under Up to 55% of annualized Base Salary depending upon achievement of
Management Incentive established company financial performance objectives as well as the
Compensation Plan Board's assessment of individual performance and contribution
(MICP) toward achievement of established business objectives during the
fiscal year
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Year One Bonus under Guaranteed minimum bonus of $160,000 (net of standard deductions)
MICP provided Dr. Graves remains employed through January 31, 2006
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Relocation Allowance Up to $140,000 for relocation assistance
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Severance Arrangements Two years' Base Salary plus Targeted Bonus under MICP and certain
standard employee benefits as described in the agreement, plus
change of control termination and severance provisions
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Benefits Standard employee benefits in addition to permitted participation in
non-qualified deferred compensation plan
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Car Allowance $1,100 per month (subject to normal tax withholdings)
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Vacation Four weeks per calendar year, pro rated during year one
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Stock Options 65,000 shares of C&D Common Stock - vested upon date of grant
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 22, 2005, C&D Technologies, Inc. ("C&D") announced that Dr. Jeffrey
Graves had been hired to serve as President and Chief Executive Officer of C&D
and was appointed to C&D's Board of Directors. From July 2001 to January 2005,
Dr. Graves was employed by Kemet Electronics Corporation, where he last held the
position of Chief Executive Officer. Kemet is a manufacturer of high performance
capacitor solutions, including surface-mount capacitor technologies. From 1994
through 2001, Dr. Graves held a number of key leadership positions with General
Electric Company in its Power Systems Division and Corporate Research &
Development Center. A description of his employment agreement with C&D is set
forth in Item 1.01 of this Form 8-K.
George MacKenzie, a member of the C&D Board of Directors, will be stepping
down from his position as interim President and Chief Executive Officer of the
Corporation upon Dr. Graves' appointment, but will continue to provide
transition assistance and be paid his current salary through July 15, 2005. Mr.
MacKenzie will remain a director of C&D and, effective July 16, 2005, will
return to his position as a member of the Nominating/Corporate Governance
Committee.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
99.1 Press release issued by C&D Technologies, Inc.
(the "Company") dated June 22, 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: June 22, 2005 By: /s/ Linda R. Hansen
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Linda R. Hansen
Vice President, General Counsel &
Corporate Secretary
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release dated June 22, 2005, issued by the Company.