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)
April 3, 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))
Item 1.01 Entry into Material Definitive Agreements.
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On April 3, 2006, C&D Technologies (CPS) LLC (formerly Dynamo Power System (USA)
LLC) and C&D Technologies, Inc. ("C&D") entered into an agreement with Celestica
Hong Kong Limited, an affiliate of Celestica ("Celestica"), a leading
electronics manufacturing services firm, to terminate the existing Agreement for
Manufacture dated September 30, 2004 ("Agreement for Manufacture"), by which
Celestica manufactures DC/DC and AC/DC power supplies for C&D, and to settle all
outstanding claims between the parties arising out of the existing Agreement for
Manufacture.
This decision has been reached in accordance with C&D's strategy of
consolidating its supply base to contract manufacturers concentrating on the
manufacture of power supplies and related technologies.
Under the terms of the new agreement, Celestica has agreed to retain prices at
their current levels through the end of production and to support C&D's efforts
to ensure that certain electronic power supplies manufactured by Celestica
comply with the European Union Restriction on the Use of Hazardous Substances
Directive by the July 1, 2006 compliance deadline. C&D has agreed to guarantee
Celestica an undisclosed level of revenue from a final production forecast that
Celestica will fulfill and to purchase any remaining excess or obsolete
inventory resulting from the transfer of manufacturing operations from
Celestica.
C&D plans to have completed the wind down of manufacturing operations with
Celestica and the transfer of those operations by the end of September 2006.
A copy of the press release announcing the agreement is attached as Exhibit 99.1
to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
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In connection with the agreement reported under Item 1.01 of this Form 8-K
current report, C&D and Celestica have agreed to terminate the Agreement for
Manufacture dated September 30, 2004 in accordance with the terms of the new
agreement. Under the terminated Agreement for Manufacture , Celestica
manufactured DC/DC and AC/DC power supplies for C&D.
Item 9.01 Financial Statements and Exhibits.
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The following exhibits are filed herewith:
Exhibit No. Exhibit Description
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99.1 Press Release dated April 3, 2006 (filed herewith)
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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Ian J. Harvie, Vice President and
Chief Financial Officer
Date: April 6, 2006
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press Release dated April 3, 2006 (filed herewith)