-----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, OyxePwYq2lG2KmqsjIl46f01ACOLO8TMG0JJd911ztvjkQx5pSLKc+E2AWRv1nh+ euNRsafB58Dpf2hQynJ7CQ== 0000808064-04-000100.txt : 20040924 0000808064-04-000100.hdr.sgml : 20040924 20040924102623 ACCESSION NUMBER: 0000808064-04-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040924 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 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: 041043974 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 form8kheader.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): September 24, 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) 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 (see General Instruction A.2. below): [ ] 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 8.01 Other Events. Reference is made to the press release dated September 24, 2004 which is attached hereto as Exhibit 99.1 and incorporated herein by this reference. Item 9.01 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 September 24, 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: September 24, 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 September 24, 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 CELESTICA POWER SYSTEMS Blue Bell, PA -- September 24, 2004 -- C&D Technologies (NYSE: CHP) today announced it signed a definitive agreement with Celestica, a world leader in electronics manufacturing services (EMS), to acquire its Power Systems division in an all-cash transaction, the terms of which were not disclosed. Celestica Power Systems, a division of Celestica Inc. (NYSE: CLS) is a Toronto, Ontario-based manufacturer with sales of approximately $94 million for the twelve months ending June 30, 2004. Celestica Power Systems develops DC/DC and AC/DC power supplies which are sold on a direct basis to large computing and communications OEMs. The acquisition of Celestica Power Systems will provide C&D with a broader product offering, access to an expanded group of Original Equipment Manufacturer (OEM) customers, and additional low-cost engineering resources in mainland China. In addition, Celestica's Power Systems division has long been known as a technology leader, and its history of innovation will position C&D on the forefront of technology development and capability within the power electronics space. Previously this year, C&D announced the acquisition of Datel, Inc. and Celab Limited, both of which will be integrated with C&D's Power Electronics Division, a provider of power conversion products and electronic components to technology companies worldwide. The acquisition of Celestica Power Systems further expands C&D's Power Electronics Division, which is expected to generate estimated annual revenues in excess of $200 million upon closing of this transaction. Wade H. Roberts, Jr., president and chief executive officer of C&D Technologies, stated, "We are pleased to have identified another well-fitting acquisition, the third this year. The combination of Celestica's Power division, Datel, Celab, and C&D Power Electronics is expected to establish the Division as a worldwide leader with a broad product offering, diverse channels to market and one of the most capable engineering teams in the industry. We look forward to welcoming the talented employees, loyal customers, and experienced management team from Celestica to the C&D family. Additionally, a supply agreement entered into with Celestica concurrent with this transaction should ensure a reliable supply of high quality merchandise for power systems customers." The transaction is subject to customary closing conditions and is expected to close within the next 30 days. When completed, C&D Technologies expects the transaction to be immediately accretive to earnings. C&D Technologies' bank group, led by Bank of America, has expanded the company's revolving line of credit to $200 million to fund the acquisition. C&D Technologies plans to hold a conference call after the closing. Details will be provided at a later date. 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-----