-----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, WRPKzhl9KH8cNCMRKRyQQh9Qz+Vr3OZS6+pLVFmaToQt73RxwVUCubemyG4W+E2q 7WFHBwEBu10iprQogtzVwg== 0000808064-04-000071.txt : 20040630 0000808064-04-000071.hdr.sgml : 20040630 20040630171721 ACCESSION NUMBER: 0000808064-04-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040630 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: 04892119 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 pressrelease063004.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 30, 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 employer 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 Disclosure. Reference is made to the press release dated June 30, 2004 which is attached hereto as Exhibit 99.1 and incorporated herein by this reference. The revolving credit agreement was amended and restated on June 30, 2004 to increase the credit facility from $100 million to $175 million, extend the maturity date from November 20, 2006 until June 30, 2009 and permit certain acquisitions. The facility will also include a $50 million multi-currency borrowing sublimit. The available interest rates of Prime to Prime plus .50%, or LIBOR plus 1% to LIBOR plus 2% were changed to Prime to Prime plus .75% or LIBOR plus 1% to LIBOR plus 2.25%. The rates available within these ranges are subject to a certain leverage ratio. The agreement includes an accordion feature that provides an option to increase the credit facility to $200 million, subject to certain conditions. 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 30, 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 30, 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 30, 2004 issued by the Company. EX-99 2 datel063004.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 COMPLETES ACQUISITION OF DATEL Blue Bell, PA -- June 30, 2004 -- C&D Technologies (NYSE: CHP) today announced that it has closed the acquisition of Datel, Inc. The transaction was valued at $74.6 million and was funded through a $66.1 million cash payment as well as the assumption of approximately $8.5 million in debt. 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 and will expand the total C&D offering, thereby enabling the Company to more fully satisfy customer requirements. This transaction is expected to be immediately accretive to earnings. Wade H. Roberts, Jr., president and chief executive officer of C&D Technologies, stated, "We are pleased to have quickly closed this transaction, which significantly bolsters our market presence in the electronics power industry. Now, we can focus on integrating the newly-acquired operations of Datel and Celab with our Power Electronics Division in a way that enhances shareholder value while maximizing the benefit to customers of our expanded product portfolio, international presence and manufacturing infrastructure. We welcome Datel's talented employees and loyal customers to the C&D Technologies family." C&D's bank line of credit was amended and increased from $100 million to $175 million, with a $25 million accordion feature, to provide financing for this acquisition as well as additional working capital. C&D Technologies will hold a conference call on Thursday, July 8, 2004 at 4:30pm Eastern Daylight Time to discuss its recent acquisitions and plans for the Power Electronics Division. To participate, please call 706-679-4521 approximately five minutes before the conference call start time. A replay of the conference call will be available at approximately 8:00pm and will remain available until midnight on July 22, 2004. Please call 800-642-1687 (706-645-9291 for international callers) and enter pin number 8524308 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 July 22, 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-----