-----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, B1prWIXqgw5binWKZBXwHgPYukV+D1c7zYFYqIu4Y/ftw/1tVIVq8o3DBpgYTojX 5r7fGUrgSPQJGbRRHY1qTA== 0000808064-05-000091.txt : 20050914 0000808064-05-000091.hdr.sgml : 20050914 20050914171044 ACCESSION NUMBER: 0000808064-05-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050908 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20050914 DATE AS OF CHANGE: 20050914 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: 051085003 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 form8kheader091405.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 8, 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 Effective September 12, 2005, C&D appointed William Bachrach, Ph.D., as its Vice President and General Manager for the Power Electronics Division of C&D. Dr. Bachrach will be paid a base salary of $225,000 and will have an annual target bonus under the Management Incentive Compensation Plan of 35% of his base salary, with a $50,000 guaranteed minimum bonus for fiscal year 2006. The Compensation Committee approved the grant to Dr. Bachrach of options to purchase 30,000 shares of C&D Common Stock, which options vest upon grant. Dr. Bachrach will also be entitled to participate in C&D's various health and welfare plans. Item 1.02. Termination of a Material Definitive Agreement On September 8, 2005, C&D accepted the resignation of James Dean Johnson as Vice President, General Manager of the Power Electronics Division of C&D. Mr. Johnson's resignation is effective as of October 8, 2005, at the conclusion of a 30-day notice period as provided for under his executive employment agreement dated August 6, 2001. He will be paid severance equivalent to 11 months base salary and up to $10,000 for pre-approved outplacement services. Upon termination of his employment, Mr. Johnson 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 September 14, 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: September 14, 2005 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 14, 2005, issued by the Company. EX-99 2 exhibit991091405.txt Exhibit 99.1 1400 Union Meeting Road Blue Bell, PA 19422 Phone: 215-619-2700 Stockholder Contacts: Stephen E. Markert, Jr. of C&D: 215-619-7835 Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253 Ext. 23 For immediate release C&D TECHNOLOGIES NAMES NEW POWER ELECTRONICS DIVISION VICE PRESIDENT AND GENERAL MANAGER Blue Bell, PA--September 14, 2005--C&D Technologies, Inc. (NYSE: CHP), a leading global producer and marketer of electrical power storage and conversion products used in telecommunications and industrial applications, today announced that William Bachrach, Ph.D., has joined C&D as Vice President and General Manager, Power Electronics Division. Dr. Bachrach spent over 10 years of his career at General Electric leading global business teams across a number of GE's industrial businesses, and was involved in the assessment and due diligence of strategic acquisitions for GE's financial business unit. He later led a global partnership between GE and Toshiba Corporation in Japan for GE's Energy Division. Dr. Bachrach left GE in 2000 to found a company called InphoMatch that is a global leader in the mobile messaging services industry. FORTUNE Magazine recently reported that this company has revenues of over $80,000,000 for the fiscal year ending March 31, 2005, following a merger to form the new Mobile 365 Corporation. Mobile 365 was also recently named to FORTUNE Magazine's list of `top 25 breakout companies for 2005.' Most recently Dr. Bachrach was the General Manager of Products and Manufacturing for a start-up company called WAY Systems, which is a leader in the mobile point of sale solutions industry with manufacturing operations in Asia. Dr. Bachrach holds a BS in Engineering from Purdue University, a MS and PhD in Physics from Northwestern, and a Masters degree from the Sloan School of Management at MIT. "Bill will make an excellent addition to the C&D leadership team," says Dr. Jeffrey Graves, President and Chief Executive Officer of the company. "He shares my passion for customer focus and execution, and has a tremendous track record of success in building high performance teams. Bill's global mindset and entrepreneurial spirit, combined with the world-class assets that C&D now possesses in power electronics, will enable our success in this highly competitive and fast paced industry." 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-----