-----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, J+gE/aKxNqXdSlFRi+CaeYddzXK7fpktl82ex8knPCooDMaGYn1ryMiMrEEVM1uH mEC6SRu4Jrw42ntRXalndA== 0001169232-07-002475.txt : 20070524 0001169232-07-002475.hdr.sgml : 20070524 20070524163930 ACCESSION NUMBER: 0001169232-07-002475 CONFORMED SUBMISSION TYPE: 424B7 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070524 DATE AS OF CHANGE: 20070524 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: 424B7 SEC ACT: 1933 Act SEC FILE NUMBER: 333-133263 FILM NUMBER: 07877393 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 424B7 1 d72068_424b7.txt PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(7) File No. 333-133263 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated March 9, 2007) C&D TECHNOLOGIES, INC. $75,000,000 5.25% Convertible Senior Notes Due November 21, 2025 and the Shares of Common Stock Issuable Upon Conversion of the Notes -------------- The following information supplements information contained in our prospectus dated March 9, 2007, relating to the resale by selling security holders, including their respective transferors, donees, pledgees or successors in interest, of our 5.25% Convertible Senior Notes due November 21, 2025 and common stock issued or issuable upon conversion of the notes we originally issued. You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information presented herein supersedes the information contained in the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto. The shares of our common stock are quoted on the New York Stock Exchange under the symbol "CHP." Investing in our common stock involves risks that are described in the "Risk Factors" section of our annual report on Form 10-K and our quarterly reports on Form 10-Q that are incorporated by reference in the prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense. -------------- The date of this prospectus supplement is May 24, 2007. SELLING SECURITY HOLDERS On November 21, 2005, we issued and sold $75,000,000 aggregate principal amount of 5.25% Convertible Senior Notes due November 21, 2026. We are registering the notes and the shares of common stock that the selling security holders may acquire upon conversion of the notes in order to enable the selling security holders to sell, from time to time, the notes and shares of our common stock they acquire if they convert their notes. The table below supplements the table of selling security holders contained in the "Selling Security Holders" sections of the prospectus. Where the name of a selling security holder identified in the table below also appears in a table in the prospectus, the information set forth in the table below regarding that selling security holder supersedes the information set forth in the prospectus. Information regarding the selling security holders may change from time to time and any modified information will be set forth in supplements to this prospectus supplement if and when necessary. Unless set forth below, to our knowledge, none of the selling security holders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates. A selling security holder may from time to time offer and sell any or all of the selling security holder's securities under this prospectus supplement. Because the selling security holder is not obligated to sell the notes or shares of our common stock held by such selling security holder, we cannot estimate the number of shares of our common stock that a selling security holder will beneficially own after this offering.
Number of Number of Number of Shares of Shares of Amount of Percentage Shares of Common Common Notes of Notes Amount of Common Stock Stock That Stock Upon Beneficially Beneficially Notes To Be Beneficially May Be Completion Name of Holder Owned Owned Sold Owned(1) Sold(1) of Offering - -------------------- ------------ ------------ ----------- ------------ ----------- ----------- Absolute Strategies $ 250,000 * $ 250,000 29,515 29,515 0 Fund, Forum Funds Trust Credit Suisse 11,711,000 15.6% 11,711,000 1,889,440(3) 1,382,645 516,795(3) Securities (USA) LLC(2) Harvest Capital, LP 117,000 * 117,000 20,735 13,813 6,922 Harvest Master 395,000 * 395,000 70,088 46,635 23,453 Enhanced, Ltd. Harvest Offshore 238,000 * 238,000 42,169 28,099 14,070 Investors, Ltd. Mohican VCA 1,750,000 2.3 1,750,000 206,611 206,611 0 Master Fund, Ltd.
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Number of Number of Number of Shares of Shares of Amount of Percentage Shares of Common Common Notes of Notes Amount of Common Stock Stock That Stock Upon Beneficially Beneficially Notes To Be Beneficially May Be Completion Name of Holder Owned Owned Sold Owned(1) Sold(1) of Offering - -------------------- ------------ ------------ ----------- ------------ ----------- ----------- Tribeca 14,960,000 17.3 14,960,000 1,766,234 1,766,234 0 Convertibles LP.(4) TQA Master Plus Fund, Ltd. 500,000 * 500,000 59,031 59,031 0
- ---------- * Less than 1%. (1) Includes the theoretical maximum number of shares of our common stock issuable upon the conversion of the full amount of notes held by such holder at the initial conversion price of approximately $8.47 per share, which equals a conversion rate of 118.0638 shares of $1,000 principal amount of notes. This conversion rate is subject to adjustment as described under "Description of the Notes - Conversion of the Notes - Conversion Rate Adjustments," in the prospectus. Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the notes. Cash will be paid in lieu of fractional shares, if any. (2) This selling security holder has identified itself as a registered broker-dealer and, accordingly, under the interpretations of the Securities and Exchange Commission, is an "underwriter" within the meaning of the Securities Act. Please see "Plan of Distribution" for required disclosure regarding these selling security holders. (3) Includes 516,795 shares of our common stock issuable upon conversion of $2,500,000 principal amount of our 5.50% Convertible Senior Notes due 2026 assuming an initial conversion price of approximately $4.84 per share, which equals a conversion rate of 206.7183 shares of $1,000 principal amount of notes, subject to adjustment. (4) This selling security holder has identified itself as an affiliate of a registered broker-dealer and has represented to us that such selling security holder acquired its securities in the ordinary course of business and, at the time of the purchase of the securities, such selling security holder had no agreements or understandings, direct or indirect, with any person to distribute the securities. To the extent that we become aware that such selling security holder did not acquire its notes or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post-effective amendment to the registration statement of which this prospectus supplement forms a part to designate such affiliate as an "underwriter" within the meaning of the Securities Act. 3 Additional selling security holders may be identified in additional tables by us at a later date by filing prospectus supplements to the prospectus. Such other security holders will not be permitted to sell shares pursuant to the registration statement unless and until they are listed in the selling security holders table in a supplement to the prospectus. 4 -----END PRIVACY-ENHANCED MESSAGE-----