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)
May 31, 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 (Commission File Number) (I.R.S. Employer
jurisdiction 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.
At C&D's annual meeting of stockholders held on June 1, 2006, C&D's
stockholders approved the C&D Technologies, Inc. 2007 Stock Incentive Plan (the
"2007 Plan"). A description of the material provisions of the Plan is set forth
on pages 7 through 13 of C&D's proxy statement for its 2006 Annual Meeting of
Stockholders filed with the Commission on May 2, 2006 and supplemented on May
15, 2006, which description is incorporated into this Form 8-K by reference.
On May 31, 2006, C&D entered into an indemnification agreement with one of
its directors, Ellen C. Wolf. The terms of the indemnification agreement are
identical to those terms contained in the indemnification agreements that C&D
has with all of its directors. Under the agreement, the Company has agreed to
indemnify Ms. Wolf as a director of the Company to the fullest extent permitted
under applicable law, including advancement of expenses, subject to the
limitations set forth in the agreement.
On June 5, 2006, C&D entered into an employment agreement with Leonard
Kiely, the newly-appointed Vice President and General Manager of C&D's Power
Systems Division. Under the employment agreement, Mr.Kiely will be paid a base
salary of $290,000 and will have a target bonus under C&D's Management Incentive
Compensation Plan of 35% of his base salary. The Compensation Committee
approved, effective the first day of Mr. Kiely's employment, the grant to
Mr.Kiely of options to purchase 50,000 shares of C&D common stock at an
exercise price equal to the closing price on the effective date of the grant,
vesting in three equal annual installments. Mr.Kiely will also be entitled to
participate in the C&D nonqualified deferred compensation plan and in C&D's
other employee benefit plans.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Exhibit Description
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10.1 C&D Technologies, Inc. 2007 Stock Incentive Plan.
(Incorporated by reference to Annex A to C&D's proxy
statement filed with the Commission on May 2, 2006.)
10.2 Indemnification Agreement dated May 31, 2006 between
C&D and Ellen C. Wolf. (Filed herewith.)
10.3 Employment Agreement dated June 5, 2006 between C&D
and Leonard Kiely. (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/ James D. Dee
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James D. Dee, Vice President, General
Counsel and Corporate Secretary
Date: June 6, 2006
EXHIBIT INDEX
Exhibit No. Exhibit Description
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10.2 Indemnification Agreement dated May 31, 2006 between
C&D and Ellen C.Wolf.
10.3 Employment Agreement dated June 5, 2006 between C&D
and Leonard Kiely.