-----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, RTV6KeJd41GF58a0JcEsjLHXFn+Z3VidE2t4Q9EGtRz0kgG0fErEkOpouPSSkdvJ Bggc9tIq1JPz7o4ecXXCoA== 0000808064-03-000113.txt : 20030612 0000808064-03-000113.hdr.sgml : 20030612 20030612163412 ACCESSION NUMBER: 0000808064-03-000113 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 FILED AS OF DATE: 20030612 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09389 FILM NUMBER: 03742411 BUSINESS ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2156192700 MAIL ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 10-Q/A 1 q1-10qa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________ Commission File No. 1-9389 C&D TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 13-3314599 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 Union Meeting Road Blue Bell, Pennsylvania 19422 (Address of principal executive office) (Zip Code) (215) 619-2700 (Registrant's telephone number, including area code) _________________N/A_________________ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ___ Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Securties Exchange Act of 1934). YES X NO ___ Number of shares of the Registrant's Common Stock outstanding on May 30, 2003: 25,579,029 Explanatory Statement This amendment to the Registrant's Form 10-Q for the quarterly period ended April 30, 2003 is being filed in order to submit Exhibit 10.2, which was inadvertantly omitted from the initial filing. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 10.1 Indemnification Agreement dated as of February 24, 2003 by and between C&D Technologies, Inc. and Stanley W. Silverman (incorp- orated by reference to Exhibit 10.33 to C&D's Annual Report on Form 10-K for the year ended January 31, 2003). 10.2 C&D Technologies, Inc. Management Incentive Bonus Plan Policy (filed herewith). 10.3 First Amendment dated June 12, 2002 to our Pension Plan for Salaried Employees (filed with initial filing of Form 10-Q on June 12, 2003). 10.4 Second Amendment dated September 25, 2002 to our Pension Plan for Salaried Employees (filed with initial filing of Form 10-Q on June 12, 2003). 15. Letter from PricewaterhouseCoopers LLP, independent accountants for C&D, regarding unaudited interim financial information (filed with initial filing of Form 10-Q on June 12, 2003). 99.1 Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with initial filing of Form 10-Q on June 12, 2003). 99.2 Certification of the Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with initial filing of Form 10-Q on June 12, 2003). 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 thereunto duly authorized. C&D TECHNOLOGIES, INC. June 12, 2003 BY: /s/ Stephen E. Markert, Jr. ---------------------------------- Stephen E. Markert, Jr. Vice President Finance (Principal Financial and Accounting Officer) EXHIBIT INDEX 10.2 C&D Technologies, Inc. Management Incentive Bonus Plan Policy. 10.3 First Amendment dated June 12, 2002 to our Pension Plan for Salaried Employees (filed with initial filing of Form 10-Q on June 12, 2003). 10.4 Second Amendment dated September 25, 2002 to our Pension Plan for Salaried Employees (filed with initial filing of Form 10-Q on June 12, 2003). 15. Letter from PricewaterhouseCoopers LLP, independent accountants for C&D, regarding unaudited interim financial information (filed with initial filing of Form 10-Q on June 12, 2003). 99.1 Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with initial filing of Form 10-Q on June 12, 2003). 99.2 Certification of the Vice President, Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with initial filing of Form 10-Q on June 12, 2003). EX-10 3 exhibit10-2.txt Exhibit 10.2 C&D TECHNOLOGIES, INC. MANAGEMENT INCENTIVE BONUS PLAN POLICY -------------------------------------- Effective Date: February 1, 2003 SCOPE The Chief Executive Officer (CEO) and all officers in positions with direct reporting responsibility to the CEO are eligible to participate in the subject Management Incentive Bonus Plan for Fiscal Year 2004 (the "Plan"). ADMINISTRATIVE AND GUIDELINES - ----------------------------- The Plan will be administered in accordance with the following Administrative Guidelines: TARGET BONUS LEVELS - Each Plan Participant will have an established Target Bonus Amount, which is expressed as a percentage of Plan Participant's Annual Base Salary in effect on April 1st of the Plan Year* (the Company's fiscal year covered by the Plan). The actual Target Bonus Amount is 35% for those who report to the CEO and 55% for the CEO. ANNUAL OBJECTIVES - Payments to Plan Participants are based on the attainment of specific annual Corporate Financial Objective and Individual Personal Objectives. ANNUAL CORPORATE FINANCIAL AND INDIVIDUAL OBJECTIVES - The Board of Directors establishes overall Corporate Financial Objectives for each fiscal year. Typically, the Annual Corporate Financial Objectives are measured on a diluted earnings per share basis and dollar volume of corporate operating cash flow. The Company must achieve more than 85% for each one of the Annual Corporate Financial Objectives in order for Plan Participants to be credited toward the attainment of their personal objectives. At the beginning of the fiscal year, each Plan Participant's total set of annual objectives (Corporate and Individual Objectives) and weightings are set. SPECIAL BONUS PAYMENTS - In addition to the bonus payments that are based on the achievement of Individual and Corporate Financial Objectives, in rare instances, Plan Participants may also receive Special Bonus payments in recognition of extraordinary events, special contributions or circumstances that could not have been reasonably anticipated when the performance objectives were established. MAXIMUM ANNUAL BONUS AWARDS - With the exception of Special Bonus Awards, the maximum annual bonus payable to Plan Participants will be no greater than 200% of Plan Participants' Target Bonus Amounts. APPROVAL AUTHORITY - Bonus payment calculations and recommendations for Special Bonuses for Plan participants must be reviewed and approved by the Compensation Committee of the Board of Directors. PLAN INTERPRETATION - Final authority for resolving issues of fact, administrative procedures or Plan interpretation rests solely with the Compensation Committee of the Company's Board of Directors. PLAN MODIFICATIONS - The Compensation Committee of the Board of Directors reserves the right, in its sole discretion to modify, suspend or terminate the Plan at any time. * If a Plan Participant receives a delayed annual increase or a promotional increase during the fiscal year, the final year-end Target Bonus Amount will be based on a prorated blended average annualized salary. -----END PRIVACY-ENHANCED MESSAGE-----