-----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, UtR88TXxQ650T7yA+zQ7TNgjejbeRUYaPnnSxbB3Lmmf0u33WrQK0lV1l9FtqpA5 mHkzSDF1ZfQbYgKDvTL0fg== 0000808064-04-000062.txt : 20040614 0000808064-04-000062.hdr.sgml : 20040611 20040614062321 ACCESSION NUMBER: 0000808064-04-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040611 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040614 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: 1934 Act SEC FILE NUMBER: 001-09389 FILM NUMBER: 04859530 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 8-K 1 form8kjune112004.txt 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): June 11, 2004 ------------- C&D Technologies, Inc. --------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9389 13-3314599 - ---------------- -------------------------- ------------- (State or other (Commission file number) (IRS empoyer jurisdiction of identification incorporation) 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) Item 5. Other Events and Required FD Disclosures Reference is made to the press release dated June 11, 2004 which is attached hereto as Exhibit 99.1 and incorporated herein by this reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description 99.1 Press release issued by C&D Technologies, Inc. (the "Company") dated June 11, 2004 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: June 11, 2004 By:/s/ Stephen E. Markert, Jr. --------------------------------- Stephen E. Markert, Jr., Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated June 11, 2004 issued by the Company. EX-99 2 exhibit99_1.txt 1400 Union Meeting Road Blue Bell, PA 19422 Phone: 215-619-2700 Shareholder Contacts: Stephen E. Markert, Jr. of C&D: 215-619-7835 Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253 C&D TECHNOLOGIES ANNOUNCES ACQUISITION OF DATEL Blue Bell, PA -- June 11, 2004 -- C&D Technologies (NYSE: CHP) today announced that it signed a definitive agreement to acquire Datel, Inc. in an all-cash transaction, terms of which were not disclosed. Datel is a Mansfield, Massachusetts-based manufacturer with sales of approximately $60 million for the twelve months ending March, 2004. Datel's business is focused primarily on DC/DC converters, with additional product offerings in digital panel meters and data acquisition components. The acquisition of Datel will provide C&D with a broader product offering, access to a diverse group of Original Equipment Manufacturer (OEM) customers as well as an expanded international footprint, notably, including operations in Japan. Datel has significant market presence in mid-power DC/DC converters, that will expand the total C&D offering, thereby enabling the Company to more fully satisfy customer requirements. When completed, this transaction is expected to be immediately accretive to earnings. While subject to antitrust clearance and customary closing conditions, the transaction is expected to close in the second quarter. Wade H. Roberts, Jr., president and chief executive officer of C&D Technologies, stated, "This transaction comports with our plans for growing organically as well as via acquisition. This acquisition expands our customer base, product portfolio and international presence. In this latter regard, Datel's historic strength in Asia and Europe considerably enhances our international position. We look forward to Datel joining C&D while recognizing that this fine company has been extremely successful on its own." In addition, on May 27, C&D closed the acquisition of Celab Limited, headquartered in Bordon, Hampshire, U.K., in another all-cash transaction for approximately $12 million, net of approximately $3 million in cash acquired. Celab Limited is a provider of power conversion products, predominantly sold into military, cable TV and telecom applications in Europe. The acquisition of Celab provides a platform for expanded sales to the military. In the twelve months ended January 2004, Celab recorded revenues of approximately $10 million. This transaction is also expected to be immediately accretive to earnings. Both transactions complement C&D's Power Electronics Division, which is a provider of power conversion products and electronic components to technology companies worldwide. By virtue of these combined acquisitions, C&D would expect to nearly triple its power electronics revenue. C&D Technologies will hold a conference call on Monday, June 14, 2004 at 9:00 AM Eastern Time to discuss these developments in detail. To participate, please call 706-679-4521 approximately 5 minutes before the conference call start time. A replay of the conference call will be available at approximately 12:00 PM and will remain available until midnight on Monday, June 28, 2004. Please call 800-642-1687 (706-645-9291 for international callers) and enter pin number 8103241 to access the replay. A simultaneous webcast of the conference call may be accessed at the investor relations section of our website at www.cdtechno.com. To listen to the live call, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. An archive of the conference call will be available approximately two hours after the conference call ends and will remain available on the company's website until Monday, June 28, 2004. This press release may contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) which are based on management's current expectations and are subject to uncertainties and changes in circumstances. Words and expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Factors that appear with the forward-looking statements, or in the company's Securities and Exchange Commission filings (including without limitation the company's annual report on Form 10-K for the fiscal year ended January 31, 2004, or the quarterly reports filed on Form 10-Q thereafter), could cause the company's actual results to differ materially from those expressed in any forward-looking statements made herein. -----END PRIVACY-ENHANCED MESSAGE-----