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)
December 4, 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) (I.R.S. 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 2.02 Results of Operations and Financial Condition.
On December 6, 2007, the Company issued a press release regarding the
Company's financial results for its third quarter ended October 31, 2007. The
press release is attached as Exhibit 99.1 to this Form 8-K Current Report.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On December 4, 2007, Leonard P. Kiely was appointed Chief Operating
Officer for the Company.
Mr. Kiely was previously Vice President and General Manager of the
Company's Power Systems Division and served in that position since joining the
Company in June, 2006. Prior to that, Mr. Kiely held key P&L leadership
positions at Precision Castparts Corporation (PCC), SPS Technologies, Inc., and
Raychem Corporation. From this background, Mr. Kiely brings a disciplined
leadership style to C&D Technologies, with a focus on planning and execution
that is essential to C&D's future success. Additional biographical information
for Mr. Kiely is incorporated by reference from the Company's 2007 Proxy
Statement.
In the role of Chief Operating Officer, Mr. Kiely will have leadership
responsibility for all operational activities for the Company, including Sales,
Marketing, Manufacturing, Engineering, and Sourcing. The press release is
attached as Exhibit 99.2 to this Form 8-K Current Report.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 4, 2007, the Board of Directors of C&D Technologies, Inc. (the
"Company"), pursuant to Article VII of the Company's By-Laws (as amended and
restated, the "By-Laws"), amended Article V of the By-Laws to allow for the
issuance and transfer of uncertificated ("book-entry") shares of the Company's
stock. The previous Article V of the By-Laws did not specifically permit the use
of uncertificated shares. The amendment to Article V of the By-Laws was adopted
to comply with the recent SEC rule changes and NYSE rules relating to the
ability of listed companies to issue shares in either certificated or
uncertificated form and to participate in a book-entry share Direct Registration
System, which allows for the electronic transfer of securities.
The text of the By-Laws, as amended, is attached hereto as Exhibit 3.2 to
this Form 8-K Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.2 By-Laws, as amended, of the Company (filed herewith)
99.1 Press Release dated December 6, 2007 (filed herewith)
99.2 Press Release dated December 4, 2007 (filed herewith)
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.
Dated: December 6, 2007 By: /S/ Ian J. Harvie
------------------------------
Ian J. Harvie
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
3.2 By-Laws, as amended, of the Company.
99.1 Press release dated December 6, 2007, issued by the Company.
99.2 Press release dated December 4, 2007, issued by the Company.