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 19, 2007
C&D Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1400 Union Meeting Road, Blue Bell, Pennsylvania 19422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 619-2700
N/A
(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 a Material Definitive Agreement.
On June 19, 2007, C&D Technologies, Inc. ("Company") entered into a
definitive agreement ("Agreement") with Murata Manufacturing Co., Ltd. of Japan
("Murata") pursuant to which the Company has agreed to sell its Power
Electronics Division ("PED"). The PED manufactures various devices relating to
electronic power supply and conversion, and is comprised of various entities
within the Company's affiliated group, including NCL Holdings Limited, C&D
Technologies de Mexico S.A. de C.V., Datel Holding Corporation, C&D Dynamo
Corporation, Dynamo Acquisition Corporation, C&D Technologies (CPS) LLC and
their respective subsidiaries (other than, in the case of NCL Holdings Limited,
its subsidiary C&D Technologies (UK) Limited) engaged in the PED business and
certain related assets.
Under the terms of the Agreement, the cash consideration to be paid
to the Company at the closing of the transaction is $85 million, subject to a
post-closing working capital adjustment.
The Agreement contains customary representations and warranties by
the Company for the most part relating to the PED and its business. It also
contains agreements regarding operation of the PED in the ordinary course
pending closing and other matters relating to the parties' obligations prior to
and after closing. In such regard, the Company agrees that it will not compete
with the products of business being sold for a period of five years following
closing, but excluding electrical components and electronic products
incorporated in or sold with or as accessories for industrial batteries.
The Agreement contains indemnification provisions typical for this
type of transaction, including indemnification regarding tax obligations,
breaches of representation or warranty, breaches of covenants and agreements,
and regarding certain previously disposed of or
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dissolved entities or facilities. The indemnification obligations regarding
breaches of certain of the representations or warranties are limited by a
threshold of $850,000 and a cap of $8.5 million.
The parties' obligations to consummate the transaction are subject
to customary conditions, including governmental regulatory approvals and
clearances, approval of the Company's lenders, and certain other consents. The
transaction is targeted to close on or before August 31, 2007.
A copy of the press release announcing the execution of the
Agreement is filed with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of C&D Technologies, Inc. dated
June 19, 2007
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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.
(Registrant)
Dated: June 20, 2007 By: /s/ Ian J. Harvie
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Ian J. Harvie
Vice President and
Chief Financial Officer
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