-----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, CFCWbKv0C9rx+UIihoxJqCVxQj9BJN5c2Cbsk7y8qRo8CK6qbhn1CDAWErP7xFDi XUBHJNhSDL0sKVHRBL7gqw== 0000808064-06-000078.txt : 20060629 0000808064-06-000078.hdr.sgml : 20060629 20060629090544 ACCESSION NUMBER: 0000808064-06-000078 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09389 FILM NUMBER: 06931738 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 11-K 1 form11k12312005.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 11-K (Mark One): [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED). For the transition period from _____________ to ________________ Commission file number 1-9389 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: C&D TECHNOLOGIES SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: C&D TECHNOLOGIES, INC. 1400 UNION MEETING ROAD BLUE BELL, PA 19422 C&D Technologies Savings Plan Financial Statements December 31, 2005 and 2004 and Supplemental Schedule December31, 2005 C&D Technologies Savings Plan Index December 31, 2005 and 2004 - -------------------------------------------------------------------------------- Page(s) Report of Independent Registered Public Accounting Firm........................1 Financial Statements Statements of Net Assets Available for Benefits................................2 Statements of Changes in Net Assets Available for Benefits.....................3 Notes to Financial Statements................................................4-9 Supplemental Schedule Schedule H, Line 4i* - Schedule of Assets (Held at End of Year)...............10 * Refers to item numbers in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the plan year ended December 31, 2005. Report of Independent Registered Public Accounting Firm To the Participants and Administrator of the C&D Technologies Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the C&D Technologies Savings Plan (the "Plan") at December 31, 2005 and 2004 and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP - ------------------------------ Philadelphia, Pennsylvania June 28, 2006 1 C&D Technologies Savings Plan Statements of Net Assets Available for Benefits December 31, 2005 and 2004 - -------------------------------------------------------------------------------- 2005 2004 Assets Investments $42,593,666 $41,887,995 Contributions receivable Participant 3,646 - Employer 258,420 285,064 Accrued income receivable 4,735 246 Non-interest bearing cash 26,146 26,776 -------------- ------------- Total assets 42,886,613 42,200,081 -------------- ------------- Liabilities Payable for investments purchased 16,273 - Accrued liabilities 22,750 18,876 -------------- ------------- Total liabilities 39,023 18,876 -------------- ------------- Net assets available for benefits $42,847,590 $42,181,205 -------------- ------------- The accompanying notes are an integral part of these financial statements. 2 C&D Technologies Savings Plan Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2005 and 2004 - -------------------------------------------------------------------------------- 2005 2004 Additions Net(depreciation)appreciation in fair value of investments $(1,650,435) $1,849,187 Interest income 29,070 42,012 Dividend income 2,120,559 1,121,724 Employer contributions 1,254,510 1,182,935 Participant contributions 2,743,779 2,516,508 Roll-over contributions 129,331 360,735 ----------- --------------- Total additions 4,626,814 7,073,101 ----------- --------------- Deductions Benefits paid to participants 3,907,353 4,176,650 Administrative expenses 53,076 55,917 ------------- --------------- Total deductions 3,960,429 4,232,567 ------------- --------------- Net increase 666,385 2,840,534 Net assets available for benefits Beginning of year 42,181,205 39,340,671 ------------- --------------- End of year $42,847,590 $42,181,205 ---------------- --------------- The accompanying notes are an integral part of these financial statements. 3 C&D Technologies Savings Plan Notes to Financial Statements December 31, 2005 and 2004 - -------------------------------------------------------------------------------- 1. Description of Plan General The following description of the C&D Technologies Savings Plan (the "Plan") provides only general information. Participants should refer to the official Plan document for a more complete description of the Plan's provisions. As defined in the Plan document, the Plan is a defined contribution plan in which certain salaried and hourly employees of C&D Technologies, Inc. (the "Company") are eligible to participate with the condition that salaried and hourly employees, whose terms and conditions of employment are governed by a collective bargaining agreement, are only eligible to participate if that agreement states that they are eligible. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 ("ERISA"). Employee Contributions The participants may make pre-tax contributions to the Plan in any whole percentage of compensation ranging from 1% to 50% subject to limitations of the plan provisions. Participants may make voluntary after-tax contributions ranging from 1% to 10% of compensation. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Plan currently offers 20 mutual funds, one common/collective trust and the common stock of the Company as investment options for participants. Employer Contributions: Salaried Participants The Company may elect to make matching contributions to the salaried participants' Plan accounts for amounts up to 8% of compensation that is contributed to the Plan by the employee. In 2005 and 2004, the Company matched 50% of the salaried participants' matchable contribution. This matching company contribution is invested according to the participant's allocations. Additionally, the Company may make a discretionary salary profit sharing contribution not to exceed 8% of the participant's annual compensation. The Company did not make a discretionary profit sharing contribution to salaried participants for the Plan years ended December 31, 2005 and 2004. For those salaried participants who have not attained age 50 as of the end of the Plan year, 50% of the discretionary profit sharing contribution is invested according to the participant's allocation, with the remaining 50% invested in the common stock of the Company. For those salaried participants who have attained age 50 as of the end of the Plan year, 100% of the discretionary profit sharing contribution is invested according to the participant's allocation. All salaried participants who have attained age 50 by the end of the Plan year have the ability to transfer any portion of their account invested in Company common stock from profit sharing contributions to other investment options. Employer Contributions: Hourly Participants in the C&D Power Electronics Division The Company may elect to make matching contributions to the hourly participants in the C&D Power Electronic Division participants' Plan accounts for amounts up to 8% of compensation that is contributed to the Plan by the employee. In 2005 and 2004, the Company matched 50% of the salaried participants' matchable contribution. This matching company contribution is invested according to the participant's allocations. 4 C&D Technologies Savings Plan Notes to Financial Statements December 31, 2005 and 2004 - -------------------------------------------------------------------------------- Employer Contributions: Hourly Participants Not Included in the C&D Power Electronics Division The Company makes a mandatory hourly profit sharing contribution on behalf of each eligible hourly employee not in the C&D Power Electronics Division equal to the appropriate percentage of his/her compensation which varies based upon his/her years of vesting service, as illustrated in the following table: Years of % of Vesting Service Compensation 0-5 2.5% 6-10 3.0% 11-20 3.5% 21 and greater 4.5% For those hourly participants who have not attained age 50 by the end of the Plan year, a portion of this profit sharing contribution equal to 0.5% of the participant's annual compensation is invested in the Company common stock, with the remainder of the contribution invested according to the participant's allocation. For those hourly participants who have attained age 50 as of the end of the Plan year, 100% of the profit sharing contribution is invested according to the participant's allocation. All hourly participants who have attained age 50 by the end of the Plan year have the ability to transfer any portion of their account invested in Company common stock to other investment options. Additional employer contributions may be made for hourly participants not in the C&D Power Electronics Division based on the discretion of the Board of Directors. These hourly participants are eligible to receive these discretionary contributions if they have completed 1,000 hours of service during the plan year and are employed by the Company on the last day of the plan year. For the years ended December 31, 2005 and 2004, there were no such additional discretionary employer contributions made for the hourly employees not in the C&D Power Electronics Division. Participant Accounts Each participant's account is credited with the participant's contribution, the Company's contribution and an allocation of earnings and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is a benefit that can be provided from participant's vested account. Vesting Participants are 100% vested in their own contributions and the earnings thereon. Vesting in the Company's contributions and earnings thereon is based on years of continuous service. Salaried participants are 100% vested after three years of service as defined in the Plan. Hourly participants are ratably vested over five years of service as defined in the Plan document. Any amount not vested at termination will be forfeited upon the occurrence of five consecutive one-year breaks-in-service following a participant's termination of employment. 5 C&D Technologies Savings Plan Notes to Financial Statements December 31, 2005 and 2004 - -------------------------------------------------------------------------------- Forfeitures At December 31, 2005 and 2004, forfeited nonvested accounts totaled $104,072 and $49,526, respectively. These accounts are used to reduce Company payments of future employer contributions and/or Plan expenses. For the Plan years ended December 31, 2005 and 2004, Plan expenses of $48,344 and $50,134, respectively, were funded from forfeitures. Payment of Benefits At the election of the participant, participant benefit payments resulting from termination of employment, death, disability or retirement are distributed in a lump sum amount in cash equal to the value of the participant's vested interest in his or her account. However, participants who have terminated service with the Company and have vested accounts valued at less than $5,000 are paid a lump sum distribution which may be directly paid to the participant or paid as direct rollover payment to an IRA or another plan. Participant Loans Participants may borrow from their vested contribution balances. The loan is limited to the lesser of 50% of the vested contributions or $50,000. The minimum loan amount is $1,000. Loans are repaid through regular payroll deductions. Interest on the loans is charged at rates commensurate with local prevailing rates. 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared on the accrual basis of accounting. Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Investments in the Fidelity Managed Income Portfolio Fund, a common/collective trust, are stated at the unit value of the portfolio which is based on the contract value of the underlying benefit-responsive investment contracts, and approximates fair market value. Participant loans are valued at cost which approximates fair value. Purchases and sales are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. The Plan presents in the statement of changes in net assets available for benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation and depreciation on those investments. Expenses Certain administrative expenses are paid by the Company. Use of Estimates The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates. 6 C&D Technologies Savings Plan Notes to Financial Statements December 31, 2005 and 2004 - -------------------------------------------------------------------------------- Payment of Benefits Benefits are recorded when paid. 3. Investments The following presents investments that represent 5% or more of the Plan's net assets.
2005 2004 Fidelity Magellan Fund, 64,067 and 63,960 shares, respectively $6,819,280 $ 6,638,376 Fidelity Managed Income Portfolio, 6,139,844 and 7,020,465 units, respectively 6,139,844 7,020,465 Fidelity Growth & Income Fund, 163,967 and 154,946 shares, respectively 5,640,478 5,920,501 Fidelity Low- Priced Stock Fund, 113,371 and 110,670 shares respectively 4,630,072 4,454,482 Fidelity Diversified International Fund, 85,844 and 71,819 shares respectively 2,793,366 2,056,900 C&D Technologies Stock, 316,524 and 197,140 shares, respectively* 2,411,913 * 3,359,266 * Fidelity Puritan Fund, 131,496 and 122,915 shares, respectively 2,462,914 2,329,241 Fidelity Spartan U.S. Equity Index Fund, 51,278 and 48,565 shares, respectively 2,264,416 2,081,499
* Includes nonparticipant-directed amounts During 2005 and 2004, the Plan's investments appreciated(depreciated) in value as follows:
2005 2004 Mutual funds $ 258,873 $ 2,180,356 Common stock (1,909,308) (331,169) ------------ -------------- $(1,650,435) $ 1,849,187 ------------ --------------
4. Nonparticipant-Directed Investments Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments from the Company profit sharing contributions are as follows:
2005 2004 Net assets Company common stock $ 241,957 $ 510,785 -------------- ------------- Changes in net assets Net (depreciation) in fair value $ (250,985) $ (35,636) Dividend income 2,674 4,132 Interest income - 6,006 Benefits paid to participants (20,517) (55,678) -------------- ------------- Net (decrease) $ (268,828) $ (81,176) -------------- -------------
7 C&D Technologies Savings Plan Notes to Financial Statements December 31, 2005 and 2004 - -------------------------------------------------------------------------------- 5. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 6. Plan Tax Status The Plan has received a favorable determination letter dated May 22, 2002 from the Internal Revenue Service ("IRS") advising that the Plan constitutes a qualified trust under Section 401(a) of the Internal Revenue Code ("IRC"), and is therefore exempt from federal income taxes under provisions of Section 501(a). Although the Plan has been amended since receiving the determination letter, the Plan Administrator and Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 7. Related Party Transactions Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Co. ("Fidelity"). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid to Fidelity for the record keeping and trustee services amounted to $53,076 for the year ended December 31, 2005. The Plan is interpreted, administered and operated by a committee which in Plan year 2005 was comprised of the Company's Vice President, Finance & Chief Financial Officer, Vice President of Human Resources, Vice President & Treasurer, Director of Labor and Employment, and Deputy General Counsel. During the years ended December 31, 2005 and 2004, the Company paid administrative expenses of $0 and $19,851, respectively, on behalf of the Plan. At December 31, 2005, the Company had liabilities of $45,000 and $42,615 related to unbilled audit fees for the Plan years ending December 31, 2005 and 2004, respectively. During 2005 and 2004, the Plan had purchases of C&D Technologies, Inc. common stock in the amount of $1,582,099 and $990,137, respectively, and sales of C&D Technologies, Inc. common stock in the amount of $618,088 and $835,676, respectively. 8. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. In addition, the Company allows participants to invest in the Company's stock and requires that a portion of the Company profit sharing contribution be invested in Company stock for those participants that have not attained age 50. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. 8 C&D Technologies Savings Plan Notes to Financial Statements December 31, 2005 and 2004 - -------------------------------------------------------------------------------- 9. Subsequent Event Effective June 15, 2006, the Plan was amended to eliminate the requirement that any Company profit sharing contributions be required to be invested in Company stock and to allow participants to direct the investment of the entirety of their account under the Plan. 10. Other Matters On December 29,2005, the Financial Accounting Standards Board ("FASB") released Staff Position No. AGG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans ("FSP"). The FSP clarifies the definition of fully benefit-responsive investment contracts for contracts held by defined contribution plans. The FSP also establishes enhanced financial statement presentation and disclosure requirements for defined contribution plans subject to the FSP effective for financial statements issued for periods ending after December 16, 2006. Management intends to adopt the FSP in the Plan's financial statements for the year ended December 31, 2006. The effect of the FSP on the Plan's financial statements is expected to be enhanced financial statement presentation and disclosure requirements including the following: Investments in common/collective investment funds that hold benefit-responsive investment contracts will be presented at fair value on the statement of net assets available for benefits and the amount representing the difference between fair value and contract value of the investment in common/collective investment funds shall be presented on the face of the statement of net assets available for benefits as a single amount, calculated as the sum of the amounts necessary to adjust the portion of net assets attributable to each fully benefit-responsive investment contract from fair value to contract value. The statement of changes in net assets available for benefits shall be prepared on a basis that reflects income credited to participants in the Plan and net appreciation or depreciation in the fair value of only those investment contracts that are not deemed to be fully benefit responsive. 9 Supplemental Schedule C&D Technologies Savings Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2005 - --------------------------------------------------------------------------------
Description of Investment % of Identity of Issue Rate of Interest Cost Fair Value Total * Fidelity Managed Income Portfolio Fund Common/Collective Trust $6,139,844 14.4% * Fidelity Magellan Fund Registered Investment Company 6,819,280 16.0% * Fidelity Growth & Income Fund Registered Investment Company 5,640,478 13.2% * Fidelity Low-Priced Stock Fund Registered Investment Company 4,630,072 10.9% * Fidelity Puritan Fund Registered Investment Company 2,462,914 5.8% * Fidelity Spartan U.S. Equity Index Fund Registered Investment Company 2,264,416 5.3% * Fidelity Diversified International Fund Registered Investment Company 2,793,366 6.6% * Fidelity Freedom 2020 Fund Registered Investment Company 1,588,570 3.7% * Fidelity Freedom 2010 Fund Registered Investment Company 1,221,549 2.9% * Fidelity Freedom 2030 Fund Registered Investment Company 798,822 1.9% * Fidelity Government Income Fund Registered Investment Company 721,246 1.7% * Fidelity Freedom 2000 Fund Registered Investment Company 277,283 0.7% * Fidelity Mid Cap Stock Fund Registered Investment Company 851,008 2.0% * Fidelity Freedom Income Fund Registered Investment Company 180,640 0.4% * Fidelity Blue Chip Fund Registered Investment Company 219,043 0.5% * Fidelity Freedom 2040 Fund Registered Investment Company 64,506 0.2% * Fidelity Institutional Money Market Portfolio Fund Registered Investment Company $ 109,519 109,519 0.3% * C&D Technologies, Inc. Common Stock Common Stock 4,075,604 2,411,913 5.6% Morgan Stanley Institutional Fund Trust Fixed Income Portfolio Registered Investment Company 1,265,432 3.0% Janus Midcap Value Fund Registered Investment Company 816,753 1.9% Oakmark Fund Class I Registered Investment Company 247,636 0.6% Morgan Stanley Institutional Small Company Growth B Fund Registered Investment Company 300,472 0.7% Munder Small Cap Value A Fund Registered Investment Company 301,022 0.7% * Participant Loans Interest, 6-11.5%, maturity of 1-5 years 467,882 1.1% ------------- Total investments $42,593,666 -------------
* Party-in-interest 10 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the C&D Technologies Pension Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. C&D Technologies Savings Plan Date: June 29, 2006 By: /s/ Ian J. Harvie ----------------------------------- Ian J. Harvie. Vice President & Chief Financial Officer (C&D Technologies Pension Administration Committee, Plan Administrator) 11 EXHIBIT INDEX 23. Consent of Independent Registered Public Accounting Firm EX-23 2 exhibit23.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-38891and 333-101835) of C&D Technologies, Inc. of our report dated June 28, 2006 relating to the financial statements of C&D Technologies Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------- PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 29, 2006 -----END PRIVACY-ENHANCED MESSAGE-----