-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OYCHCnhJ4P/N1/5VoTLCWnUuz1kV81sCsx94aN0GD/LYYL+HJzxGhYKLEJ2HQIw9 SQPChaxmY/jeO7nvr2C3CQ== 0000808064-00-000013.txt : 20000229 0000808064-00-000013.hdr.sgml : 20000229 ACCESSION NUMBER: 0000808064-00-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C&D TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808064 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133314599 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09389 FILM NUMBER: 555946 BUSINESS ADDRESS: STREET 1: 1400 UNION MEETING ROAD CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2156192700 MAIL ADDRESS: STREET 1: 1400 UNION MEETING ROAD CITY: BLUE BELL STATE: PA ZIP: 19422 8-K 1 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): February 22, 2000 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 Number) 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) ITEM 5. OTHER EVENTS. On February 22, 2000, the Board of Directors of C&D Technologies, Inc. (the "Company") declared a dividend of one common stock purchase right (a "Right") for each share of common stock, par value $.01 per share, (the "Common Stock") outstanding on March 3, 2000 (the "Record Date") to the stockholders of record on that date. Upon the occurrence of certain events, each Right will entitle the registered holder to purchase from the Company one one-hundredth of a share of Common Stock at a price of $300 per one one-hundredth of a share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) 10 days after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) after the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Stock (the earlier of such dates being called the "Distribution Date"): (x) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such certificates, (y) new Common Stock certificates issued after March 3, 2000 will contain a notation incorporating the Rights Agreement by reference, and (z) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 2, 2010 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by the Right Certificate are or were at any time on or after the earlier of (i) the date of such event and (ii) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an associate or affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), the Rights owned or held by such Acquiring Person or an associate or affiliate of such Acquiring Person will become null and void, and any holder of such Rights will thereafter have no right to exercise such Rights. If, at any time after a person or group becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company that at the time of such transaction has a market value of two times the exercise price of the Right. Unless the Board of Directors of the Company acts otherwise, if any person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its affiliates and associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market value equal to two times the Purchase Price of the Right. If the Company does not have sufficient shares of Common Stock to satisfy such obligation to issue shares of Common Stock, or if the Board of Directors so elects, the Company will deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the shares of Common Stock issuable upon exercise of a Right; provided that, if the Company fails to satisfy this obligation within 30 days after the later of (i) the first occurrence of an event triggering the right to purchase Common Stock and (ii) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, shares of Common Stock (to the extent available) and cash equal in value to the difference between the value of the shares of Common Stock otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend this 30-day period for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of Common Stock to permit the issuance of shares of Common Stock upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). The Purchase Price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for or purchase shares of Common Shares at a price, or securities convertible into Common Stock with a conversion price, less than the then current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in shares of Common Stock) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued (other than fractions which are integral multiples of one one-hundredth of a share, which may at the election of the Company be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading day prior to the date of exercise. At any time prior to the time any person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate, and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that, from and after the time that any person becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its affiliates and associates). Until a Right is exercised, the holder of the Right, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. As of February 24, 2000, there were 13,044,257 shares of Common Stock outstanding and 905,102 shares held in the treasury. As of February 24, 2000, there were 2,026,593 shares of Common Stock reserved for issuance under the Company's stock option plans. Each outstanding share of Common Stock on March 3, 2000 will receive one Right. As long as the Rights are attached to the Common Stock and in certain other circumstances specified in the Rights Agreement, the Company will issue one Right for each share of Common Stock issued. The Rights have certain antitakeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company without conditioning the offer on a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors of the Company since the Board of Directors may, at its option, at any time prior to 10 days after the Distribution Date redeem all but not less than all the then outstanding Rights. The form of Rights Agreement between the Company and the Rights Agent specifying the terms of the Rights, which includes as Exhibit A the form of Rights Certificate, is filed as Exhibit 4 hereto and is incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to such Exhibit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 4 Rights Agreement dated as of February 22, 2000 between C&D Technologies, Inc. and ChaseMellon Shareholder Services, L.L.C., which includes as Exhibit A thereto the form of Rights Certificate. (Incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement filed on February 28, 2000). 99.1 Press release dated February 22, 2000 issued by the Company regarding adoption of the Rights Agreement 99.2 Form of letter to be sent to the stockholders of the Company on or about March 3, 2000. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. C&D TECHNOLOGIES, INC. Date: February 28, 2000 By:/s/ Stephen E. Markert, Jr. --------------------------- Title:Vice President Finance and CFO ---------------------- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 4 Rights Agreement dated as of February 22, 2000 between C&D Technologies, Inc. and ChaseMellon Shareholder Services, L.L.C., which includes as Exhibit B thereto the form of Rights Certificate. (Incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement filed on February 28, 2000). 99.1 Press release dated February 22, 2000 issued by the Company regarding adoption of the Rights Agreement. 99.2 Form of letter to be sent to the stockholders of the Company on or about March 3, 2000. EX-99.1 2 EXHIBIT 99.1 C&D TECHNOLOGIES, INC. - -------------------------------------- 1400 Union Meeting Road Power Solutions P.O. Box 3053 Blue Bell, PA 19422-0858 Telephone (215) 619-2700 Fax (215) 619-7840 Stockholder Contacts: Stephen E. Markert, Jr. of C&D: 215-619-7835 Yanis Bibelnieks for C&D: 718-499-6516 FOR IMMEDIATE RELEASE C&D TECHNOLOGIES, INC. ADOPTS STOCKHOLDER RIGHTS PLAN BLUE BELL, PA, February 22, 2000 -- C&D Technologies, Inc. (NYSE: CHP) announced today that its Board of Directors has adopted a stockholder rights plan. The plan is similar to plans adopted by a large number of public companies and is intended to encourage any party interested in acquiring C&D Technologies, Inc. to negotiate with the Company's Board of Directors. Although the plan will not prevent a takeover of the Company, the plan should afford the Board of Directors a prudent means of safeguarding the interests of stockholders should an effort be made to acquire the Company at a price that does not reflect fair value. The Company noted that the adoption of the plan was not in response to any effort to acquire control of C&D Technologies. In connection with the adoption of the new plan, the Company's Board declared a dividend of one right for each outstanding share of common stock. Under normal conditions, the rights cannot be exercised and will automatically trade with the common stock when it is bought and sold. Each right will entitle C&D Technologies stockholders to purchase one one-hundredth of a share of common stock at an exercise price of $300.00 The rights will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company's common stock. Upon occurrence of certain takeover events, such as an acquiring party accumulating 15% or more of the Company's common stock, each right, other than those held by the 15% stockholder, will entitle its holder to purchase a number of shares of C&D Technologies common stock having a current market value equal to two times the $300.00 exercise price, or, in other words, at one-half of the market value per share. If, after any such acquisition, C&D Technologies were acquired in a merger or other business combination, each right would entitle its holder, other than those held by the 15% stockholder, to purchase a number of the acquiring Company's common shares having a current market value of two times the exercise price. The rights may be redeemed by the Company or the plan amended by the Company at any time until any person or its affiliates has acquired 15% or more of the outstanding shares of common stock. Afterward, the plan could be amended by the Company as long as the amendment does not have any material adverse impact on holders of the rights. Rights will be granted on March 3, 2000 to stockholders of record at the close of business on March 3, 2000. No separate certificates will be issued. The rights will be evidenced by the existing stock ownership and will expire on March 2, 2010. The distribution is not taxable to stockholders. Details of the stockholder rights plan will be outlined in a letter that will be mailed to all stockholders. C&D Technologies, Inc. is a leading North American producer and marketer of electrical power storage and conversion products used in telecommunications, computers and office equipment. EX-99 3 EXHIBIT 99.2 C&D TECHNOLOGIES, INC. - -------------------------------------- 1400 Union Meeting Road Power Solutions P.O. Box 3053 Blue Bell, PA 19422-0858 Telephone (215) 619-2700 Fax (215) 619-7840 March 3, 2000 Dear C&D Stockholder: Your C&D Board of Directors announced the adoption of a Stockholder Rights Plan on February 22, 2000. This letter describes the Plan and explains our reasons for adopting it. We are also enclosing the "Summary of Rights to Purchase Common Stock," which provides more detailed information about the Plan and the Rights being distributed to you under the Plan, and we urge you to read the Summary carefully. Please retain these materials with your stock holding information. The Plan is intended to protect your interests in the event C&D is confronted with coercive or unfair takeover tactics. The Plan contains provisions to safeguard you in the event of an unsolicited attempt to acquire C&D, whether through a gradual accumulation of shares in the open market, a partial or two-tiered tender offer that does not treat all stockholders equally, the acquisition in the open market or otherwise of shares constituting control without offering fair value to all stockholders, or other abusive takeover tactics that are common in today's takeover environment and that your Board believes are not in the best interests of C&D's stockholders. These tactics unfairly pressure stockholders, squeeze them out of their investment without giving them any real choice, and deprive them of the full value of their shares. The Plan is designed to assure that all of C&D's stockholders receive fair and equitable treatment in any unsolicited bid for C&D. Your Board is aware of arguments that stockholder rights plans may deter legitimate acquisition proposals. We carefully considered these views and concluded that the arguments are speculative and do not justify leaving stockholders without this protection against unfair treatment by an acquirer -- who, after all, is seeking its own advantage, not yours. Your Board believes that a stockholder rights plan provides a sound and reasonable means of addressing the complex issues of corporate policy created by the current takeover environment. The Plan is not intended to preclude legitimate offers to acquire C&D, but rather, to encourage anyone seeking to acquire C&D to negotiate with the Board of Directors prior to attempting a takeover. The mere declaration of the Rights dividend should not affect any prospective offerer willing to make an offer at a full and fair price or to negotiate with your Board of Directors and certainly will not interfere with a merger or other business combination transaction approved by your Board. C&D may redeem the Rights distributed to you under the Plan for a price of $.001 per Right prior to the time any person or group has acquired 15% or more of C&D's Common Stock, and therefore the Rights should not interfere with any merger or other business combination approved by the Board. The Plan is not being adopted in response to any effort to acquire control of C&D, and the Board is not aware of any such effort. The Plan has been adopted in order to assure that the Board will continue to have the ability to protect your interests as stockholders of C&D. Issuance of the Rights does not weaken the financial condition of C&D or interfere with its business plans. It is the Board of Directors' goal to maximize stockholder value. The issuance of the Rights has no dilutive effect, will not affect reported earnings per share, is not taxable to C&D or to you, and will not change the way in which you can currently trade C&D's shares. As explained in detail below and in the accompanying Summary, the Rights will become exercisable only if and when a situation arises that triggers their effectiveness. They will then operate to protect you against being deprived of your right to share in the full value of your investment in C&D. The Rights will be issued to stockholders of record on March 3, 2000 and will expire in ten years. Initially, the Rights will not be exercisable, certificates will not be sent to you, and the Rights will automatically trade with C&D's Common Stock. However, ten days after a person or affiliated group either acquires 15% or more of C&D's Common Stock or commences a tender offer that would result in that person or group owning 15% or more of the outstanding shares (even if no purchases actually occur), the Rights will become exercisable and separate certificates representing the Rights will be distributed to stockholders. We expect that the Rights will begin to trade independently from C&D's shares at that time. At no time will the Rights have any voting power. When the Rights first become exercisable and prior to the kinds of events described in this paragraph, a holder will be entitled to purchase from C&D one one-hundredth (1/100) of a share of Common Stock of C&D at a purchase price of $300. However, if C&D is involved in a merger or other business combination at any time when a person or affiliated group holds a 15% or more of C&D's Common Stock, the Rights will entitle a holder to buy a number of shares of common stock of the acquiring company having market value equal to twice the exercise price of each Right. The following example demonstrates the mechanics of this formula: If at the time of the business combination the acquiring company's stock has a value of $100 per share, the holder of each Right would be entitled to receive six shares of the acquiring company's common stock for $300, i.e., at a 50% discount. Alternatively, if a 15% or more stockholder acquires C&D by means of a reverse merger in which C&D and its stock survive, or engages in certain self-dealing transactions with C&D, or if any person acquires 15% or more of C&D's Common Stock other than pursuant to an offer for all shares that the independent directors determine to be fair to, and otherwise in the best interest of, stockholders, each Right not owned by a 15% or more stockholder would become exercisable for Common Stock of C&D (or, in certain circumstances, cash, property or other securities of C&D) having a market value equal to twice the exercise price of the Right. While, as noted above, the distribution of the Rights will not be taxable to you or C&D, stockholders may, depending upon the circumstances, recognize taxable income when the Rights become exercisable. Striving to maximize stockholder value is a preeminent goal of your management and Board of Directors. If you have any questions regarding this matter, please feel free to contact Stephen E. Markert, Jr., Vice President and Chief Financial Officer, at (215) 619-7835. Sincerely, /s/ Wade H. Roberts, Jr. ------------------------ Wade H. Roberts, Jr. President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----