-----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, F2qPpSxrrHTlJaM467uv9fMzZBCWPeQkh+l+Ej+DaeXlyPw4t3t2flf8O7YnDkdc uIpy7N3W+u9ztnXFiTmCQQ== 0000808064-05-000079.txt : 20050817 0000808064-05-000079.hdr.sgml : 20050817 20050817091707 ACCESSION NUMBER: 0000808064-05-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050817 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 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: 051032160 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 form8kheader08172005.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): August 17, 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. The arrangements discussed under Item 5.02 are incorporated into this Item 1.01 by reference. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On August 17, 2005, C&D Technologies, Inc. ("C&D") announced the resignation of Stephen E. Markert, Jr., Vice President, Finance and Chief Financial Officer. Mr. Markert's resignation will take effect following a transition period ending no earlier than October 14, 2005 and no later than December 10, 2005. Assuming the satisfactory completion of certain assigned duties during the transition period, Mr. Markert will be paid the sum of $100,000, net of standard deductions, and up to $10,000 for pre-approved outplacement services, in addition to his regular salary payments during the transition period, and a severance payment equal to one year of his salary and certain vested benefits, as provided for by the terms of Mr. Markert's executive employment agreement dated March 31, 2000. Upon termination of his employment, Mr. Markert will be bound by certain non-competition and non-solicitation obligations and will be required to execute a release. 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 August 17, 2005. 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: August 17, 2005 By: /s/ Linda R. Hansen --------------------------------------- Linda R. Hansen, Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated August 17, 2005, issued by the Company. EX-99 2 exhibit991081705.txt Exhibit 99.1 1400 Union Meeting Road Blue Bell, PA 19422 Phone: 215-619-2700 Shareholder Contacts: Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253 FOR IMMEDIATE RELEASE C&D TECHNOLOGIES ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER Blue Bell, PA --August 17, 2005 C&D Technologies (NYSE: CHP) today announced that its Vice President and Chief Financial Officer, Stephen E. Markert, Jr., has resigned to pursue other interests. Mr. Markert, who joined the Company in 1989 and rose to his current position in 1995, will remain with the Company for a period of time to assist with the transition. "The entire C&D family will miss Steve," says Jeffrey A. Graves, President and Chief Executive Officer of C&D. "In my short time working with Steve, he has proven to be a capable financial executive and a dedicated, loyal employee. After 16 years of service to C&D, Steve has expressed his desire to pursue his next opportunity, and we have honored his request. We are pleased that he will remain with us for the time being." Mr. Markert added, "I enjoyed my years at C&D Technologies and am grateful to the company for the opportunities it provided me. However, it is time for me to seek new challenges and new experiences. I am looking forward to watching Jeff Graves and the team lead the company to new levels of customer satisfaction and success." About C&D Technologies: C&D Technologies, Inc. is a leading North American producer and marketer of electrical power storage and conversion products used in telecommunications and industrial applications. Forward-looking Statements: 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, 2005, or the quarterly and current reports filed on Form 10-Q and Form 8-K 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-----