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): August 31, 2007
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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 jurisdiction (Commission file number) (IRS 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
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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 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, 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 agreed
to sell its Power Electronics Division ("PED"). 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.
On August 31, 2007, the parties closed the transactions contemplated by
the Agreement and the Company received payment of $85 million of purchase price.
The amount of the purchase price remains subject to post-closing adjustment
based upon the amount, at closing, of PED's working capital and debt.
A copy of the Agreement is filed with this report as Exhibit 10.1. A copy
of the press release announcing consummation of the Agreement is filed with this
report as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At its regular meeting held on September 5, 2007, the Company's Board of
Directors awarded special, one-time bonuses to Jeffrey A. Graves, President and
Chief Executive Officer, Ian J. Harvie, Vice President and Chief Financial
Officer, James D. Dee, Vice President, General Counsel and Corporate Secretary,
and Neil E. Daniels, Vice President, Corporate Controller and Treasurer, in the
amount of $150,000, $120,000, $100,000 and $25,000, respectively, in recognition
of their efforts in consummating the disposition of the Company's Power
Electronics Division.
Item 8.01 Other Events
On September 7, 2007 the Company changed the method of accounting for its
inventory from the last-in, first-out ("LIFO") method to the first-in, first-out
("FIFO") method. With the divestiture of the Company's Power Electronics
Division which was announced on August 31, 2007, the Company's remaining
business is all battery-related, and as a result the Company believes the FIFO
inventory method provides better comparability with industry peers, more
accurate matching of the company's revenues and expenses, a relevant and
meaningful balance sheet valuation methodology and a more efficient financial
closing process. In accordance with Statement of Financial Accounting Standards
No. 154, "Accounting Changes and Error Corrections", the Company has
retrospectively applied this change in method of inventory costing.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is
submitted at the end of this Current Report on Form 8-K, and is filed herewith
as exhibit 99.2, and incorporated herein by reference:
(i) C&D Technologies, Inc. Pro Forma Consolidated Balance Sheet as of April
30, 2007. (Unaudited)
(ii) C&D Technologies, Inc. Pro Forma Consolidated Statements of Operations
Years Ended January 31, 2007, 2006 and 2005. (Unaudited)
(iii) C&D Technologies, Inc. Pro Forma Consolidated Statement of Operations
three months ended April 30, 2007. (Unaudited)
These statements are adjusted to reflect the pro forma effect of the sale
of the Power Electronics division. The unaudited pro forma consolidated balance
sheet as of April 30, 2007, assumes the sale of the Power Electronic division
occurred as of that date, and the unaudited pro forma consolidated statements of
operations for the three months ended April 30, 2007 and for the years ended
January 31, 2007, 2006 and 2005, assume the sale occurred on February 1, 2004.
The unaudited pro forma consolidated balance sheet and statements of
operations should be read together with the consolidated financial statements of
the Company as of and for the period ended April 30, 2007 and January 31, 2007,
included in our quarterly and annual reports on Forms 10-Q and 10-K,
respectively. The unaudited pro forma consolidated financial information has
been prepared based upon available information and management estimates; actual
amounts may differ from these estimated amounts. These pro forma statements do
not necessarily reflect the results of operations or financial position of the
Company that would have resulted had the transaction actually been consummated
as of such dates, and are not necessarily indicative of the future results of
operations or the future financial position of the Company.
Effective February 1, 2007, the Company has begun classifying certain
costs, which were previously classified as cost of sales, as selling, general
and administrative expenses. For comparative purposes, the years ended January
31, 2007, 2006 and 2005, have been revised to classify $7,506, $8,745 and
$6,111, respectively, of such costs as selling, general and administrative
expenses which were previously classified as cost of sales. (dollars in
thousands)
On September 7, 2007 the Company changed the method of accounting for its
inventory from the last-in, first-out ("LIFO") method to the first-in, first-out
("FIFO") method. With the divestiture of the Company's Power Electronics
Division which was announced on August 31, 2007, the Company's remaining
business is all battery-related, and as a result the Company believes the FIFO
inventory method provides better comparability with industry peers, more
accurate matching of the company's revenues and expenses, a relevant and
meaningful balance sheet valuation methodology and a more efficient financial
closing process. In accordance with Statement of Financial Accounting Standards
No. 154, "Accounting Changes and Error Corrections", the Company has
retrospectively applied this change in method of inventory costing.
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: September 7, 2007 By: /s/ Ian J. Harvie
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Ian J. Harvie
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit
Number Description
10.1 Purchase Agreement dated June 19, 2007 between C&D Technologies,
Inc. and Murata Manufacturing Co., Ltd.
99.1 Press Release of C&D Technologies, Inc. dated August 31, 2007.
99.2 Pro Forma Consolidated financial statements.