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 20, 2007
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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Employment Agreements
On December 20, 2007, C&D Technologies, Inc. (the "Company") entered
into amended and restated employment agreements (the "Employment Agreements")
with each of the following named executive officers: Dr. Jeffrey A. Graves,
President and Chief Executive Officer, Leonard P. Kiely, Vice President and
Chief Operating Officer; Ian J. Harvie, Vice President and Chief Financial
Officer; and James D. Dee, Vice President, General Counsel, Secretary and Chief
Administrative Officer (the "Executives"). The Employment Agreements are
intended to address potential tax consequences under the final IRS Code Section
409A regulations ("Section 409A"). These Employment Agreements do not materially
modify the severance, change in control payments or other benefits that are
currently provided to the Executives under the employment agreements and
amendments thereto that were previously disclosed in a Form 8-K, filed February
7, 2006 for Messrs. Graves, Harvie, and Dee, and in a Form 8-K, filed June 6,
2006 for Mr. Kiely.
Item 8.01. Other Events.
On December 21, 2007, the Company entered into an Employment Agreement
with Neil Daniels (the "Agreement"), the Company's Vice President and
Controller. The Agreement sets forth the basic terms of Mr. Daniels' employment,
including base salary, bonus and benefits to which he is entitled during the
term of employment and in the event that employment is terminated for certain
reasons. Mr. Daniels' annual base salary is $190,000. He will be entitled to
participate in the Company's Management Incentive Compensation Plan, with a
minimum targeted bonus for each fiscal year of 30% of his base salary, as well
as the Company's stock option or equity incentive plans. The Agreement provides
that his employment will continue in effect until either party gives to the
other party at least 30 days prior written notice of the termination of the
Agreement or until it is terminated due to death, disability or for cause as
defined in the Agreement. The Agreement also provides that the Company will pay
Mr. Daniels non-change-in-control severance in an amount equal to his base
salary at the rate in effect on the date of termination and, if terminated after
May 1st of a fiscal year, a pro-rated annual bonus based on the number of
business days employed during the fiscal year. The Agreement further provides
that the Company will pay Mr. Daniels the following change-in-control severance
benefits: an amount equal to two times base salary in effect immediately before
termination plus $10,000; two times the greater of (a) the average of the annual
bonus paid with respect to the three most recently completed fiscal years or (b)
Mr. Daniels' target bonus percentage times base salary; eighteen months of
coverage under the Company's health and medical plans life; two years of
coverage with life insurance coverage under the Company's life insurance policy;
immediate vesting of all previously unvested stock options, performance share
awards and restricted stock awards; and outplacement services for one year. The
Agreement is also intended to address potential tax consequences under Section
409A.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Jeffrey A. Graves Amended and Restated Employment Agreement dated
December 20, 2007
10.2 Leonard P. Kiely Amended and Restated Employment Agreement dated
December 20, 2007
10.3 Ian J. Harvie Amended and Restated Employment Agreement dated
December 20, 2007
10.4 James D. Dee Amended and Restated Employment Agreement dated
December 20, 2007
10.5 Neil E. Daniels Employment Agreement dated December 20, 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.
Dated: December 21, 2007 By: /S/ Ian J. Harvie
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Ian J. Harvie
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Jeffrey A. Graves Amended and Restated Employment Agreement
dated December 20, 2007
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10.2 Leonard P. Kiely Amended and Restated Employment Agreement
dated December 20, 2007
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10.3 Ian J. Harvie Amended and Restated Employment Agreement
dated December 20, 2007
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10.4 James D. Dee Amended and Restated Employment Agreement
dated December 20, 2007
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10.5 Neil E. Daniels Employment Agreement dated December 20,
2007
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