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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2006
C&D Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification 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
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))
1
Item 1.01 Entry into Material Definitive Agreements.
On March 30, 2006, the Company executed an Amendment No. 1 (the
"Amendment"), to each of the Loan and Security Agreements, dated as of December
7, 2005 (the "Credit Agreements"). The Credit Agreements consist of (i) a Line
of Credit facility (the "Credit Facility") in the principal amount of
$75,000,000 and (ii) a Term Loan facility (the "Term Loan") in the principal
amount of $50,000,000.
The Credit Facility consists of a five-year senior revolving line of
credit. The availability under the Credit Facility is determined by a borrowing
base, is secured by a first lien on certain assets and initially bears interest
at LIBOR plus 1.75% or Prime plus .25%. The Term Loan is a five and one half
year term facility with one principal payment due in 2011. The Term Loan is
secured by a second lien on certain assets and initially bore interest at LIBOR
plus 6.75% or Prime plus 4.50%.
The Amendment to each of these Credit Agreements was executed to prevent a
possible future violation of the leverage ratio covenant under the Term Loan,
and to provide greater flexibility with respect to this covenant. These
amendments modified the definition of EBITDA under both Credit Agreements,
changed the leverage ratio commencing February 28, 2006 through December 31,
2006 under the Term Loan and modified certain other definitions. In
consideration of these changes, the Company paid a fee of $500,000 to the Term
Loan lenders and $37,500 to the Credit Facility lenders. The Company also agreed
to grant a security interest in the Company's real property located in Leola,
Pennsylvania (battery plant) and Mansfield, Massachusetts (electronics plant),
and an option to obtain a security interest in the Company's real property
located in Conyers, Georgia (battery plant), for the benefit of the Credit
Facility lenders and the Term Loan lenders. The Company also agreed to an
increase in the interest rate on the Term Loan of .25% until such time as the
leverage ratio falls below 3.0 as defined in the documents evidencing the Term
Loan.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description
10.1 Amendment No. 1 to Loan and Security Agreement dated as of March 30, 2006
among C&D Technologies, Inc., C&D Technologies (Datel), Inc., C&D
Technologies (CPS) LLC, the Guarantors identified on the signature pages
thereto, the Lenders identified on the signature pages thereto and Wachovia
Bank, National Association, a national banking association, in its capacity
as agent for Lenders.
10.2 Amendment No. 1 to Loan and Security Agreement dated as of March 30,
2006 among C&D Technologies, Inc., C&D Technologies (Datel), Inc., C&D
Technologies (CPS) LLC, the Guarantors identified on the signature pages
thereto, the Lenders identified on the signature pages thereto and Ableco
Finance LLC, in its capacity as agent for Lenders.
SIGNATURE
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.
By: /s/ Ian J. Harvie
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Vice President, Chief Financial Officer
Date: April 5, 2005
EXHIBIT INDEX
Exhibit No. Description
10.1 Amendment No. 1 to Loan and Security Agreement dated as of March
30, 2006 among C&D Technologies, Inc., C&D Technologies (Datel),
Inc., C&D Technologies (CPS) LLC, the Guarantors identified on
the signature pages thereto, the Lenders identified on the
signature pages thereto and Wachovia Bank, National Association,
a national banking association, in its capacity as agent for
Lenders.
10.2 Amendment No. 1 to Loan and Security Agreement dated as of March
30, 2006 among C&D Technologies, Inc., C&D Technologies (Datel),
Inc., C&D Technologies (CPS) LLC, the Guarantors identified on
the signature pages thereto, the Lenders identified on the
signature pages thereto and Ableco Finance LLC, in its capacity
as agent for Lenders.