-----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, EwuSXEIBqlU4X9GxIuwcpNT4BvhNkuCQJvCNpseJGgnVCPEGMTMYjHqom3N71QBw MJyD8se1SU+FZXBP3SYlwA== 0000808064-05-000037.txt : 20050509 0000808064-05-000037.hdr.sgml : 20050509 20050509165927 ACCESSION NUMBER: 0000808064-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050506 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 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: 05812507 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 form8kheader05092005.txt UNITED STATES 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): May 6, 2005 ----------------- 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) 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: [ ] 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 1.01. Entry into a Material Definitive Agreement. Executive Compensation On May 6, 2005, the Compensation Committee (the "Compensation Committee") of the Board of Directors of C&D Technologies, Inc. ("C&D") took the following actions with respect to the fiscal 2006 compensation of C&D's named executive officers (as defined in Regulation S-K item 402(a)(3)):
- --------------------------------------- -------------------------------------- ---------------------------------------------------- Number of C&D Common Stock Options Awarded Name and title of Executive Officer Fiscal 2006 Salary (effective date o C&D Common Stock Grant Date and Vesting May 1, 2005) Date: May 6, 2005 o Price: NYSE closing price of C&D Common Stock on May 6, 2005 - --------------------------------------- -------------------------------------- ---------------------------------------------------- George MacKenzie N/A 15,000 Interim President and Chief Executive Officer - --------------------------------------- -------------------------------------- ---------------------------------------------------- Charles R. Giesige, Sr. $235,000 21,000 Vice President and General Manager Standby Power and Motive Power Divisions - --------------------------------------- -------------------------------------- ---------------------------------------------------- Linda R. Hansen $271,000 21,000 Vice President, General Counsel and Corporate Secretary - --------------------------------------- -------------------------------------- ---------------------------------------------------- Stephen E. Markert, Jr. $235,750 16,000 Vice President, Finance and Chief Financial Officer - --------------------------------------- -------------------------------------- ----------------------------------------------------
The Compensation Committee further authorized the Company to enter into an arrangement with Ms. Hansen to delay her retirement, plans for which had been discussed with the Board of Directors. Under the terms of the agreement, Ms. Hansen will be paid a "stay bonus" upon her last day of work, which shall be no later than August 31, 2005, in the lump sum amount of $200,000, net of standard deductions. Effective May 6, 2005, the eligibility requirements for her participation in the C&D Supplemental Executive Retirement Program ("SERP") were waived and she was deemed, as of such date, to have accrued seven and one-half (7.5) full and consecutive years of employment with C&D for purposes of eligibility for, vesting and calculation of her benefits under the SERP, provided that she either remain employed by the Company until August 31, 2005 or prior to such date is involuntarily terminated by C&D without Cause, dies, becomes Disabled or terminates her employment by mutual agreement with the Company. Except as expressly modified by the terms of Ms. Hansen's May 6, 2005 agreement with C&D, all other terms of the SERP and Ms. Hansen's executive employment agreement dated March 31,2000 shall continue to apply. 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: May 9, 2005 By: /s/ Stephen E. Markert, Jr. --------------------------------- Stephen E. Markert, Jr., Vice President, Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----