-----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, NoZjYYcA3q5/qJPxeD6/dN49rCcJ5EPCj8FchmCkjNom7fjXdjXgo/RhdS+Cl0Pj eSlQb9g5q1NFNuTexaPiMA== 0001169232-07-002714.txt : 20070620 0001169232-07-002714.hdr.sgml : 20070620 20070620091531 ACCESSION NUMBER: 0001169232-07-002714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070619 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070620 DATE AS OF CHANGE: 20070620 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: 07930228 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 d72208_8k.txt CURRENT REPORT 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): June 19, 2007 C&D Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 1-9389 13-3314599 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification 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. On June 19, 2007, C&D Technologies, Inc. ("Company") entered into a definitive agreement ("Agreement") with Murata Manufacturing Co., Ltd. of Japan ("Murata") pursuant to which the Company has agreed to sell its Power Electronics Division ("PED"). The PED manufactures various devices relating to electronic power supply and conversion, and is comprised of various entities within the Company's affiliated group, including NCL Holdings Limited, C&D Technologies de Mexico S.A. de C.V., Datel Holding Corporation, C&D Dynamo Corporation, Dynamo Acquisition Corporation, C&D Technologies (CPS) LLC and their respective subsidiaries (other than, in the case of NCL Holdings Limited, its subsidiary C&D Technologies (UK) Limited) engaged in the PED business and certain related assets. Under the terms of the Agreement, the cash consideration to be paid to the Company at the closing of the transaction is $85 million, subject to a post-closing working capital adjustment. The Agreement contains customary representations and warranties by the Company for the most part relating to the PED and its business. It also contains agreements regarding operation of the PED in the ordinary course pending closing and other matters relating to the parties' obligations prior to and after closing. In such regard, the Company agrees that it will not compete with the products of business being sold for a period of five years following closing, but excluding electrical components and electronic products incorporated in or sold with or as accessories for industrial batteries. The Agreement contains indemnification provisions typical for this type of transaction, including indemnification regarding tax obligations, breaches of representation or warranty, breaches of covenants and agreements, and regarding certain previously disposed of or -2- dissolved entities or facilities. The indemnification obligations regarding breaches of certain of the representations or warranties are limited by a threshold of $850,000 and a cap of $8.5 million. The parties' obligations to consummate the transaction are subject to customary conditions, including governmental regulatory approvals and clearances, approval of the Company's lenders, and certain other consents. The transaction is targeted to close on or before August 31, 2007. A copy of the press release announcing the execution of the Agreement is filed with this report as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of C&D Technologies, Inc. dated June 19, 2007 -3- 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. (Registrant) Dated: June 20, 2007 By: /s/ Ian J. Harvie ------------------ Ian J. Harvie Vice President and Chief Financial Officer -4- EX-99.1 2 d72208_ex99-1.txt PRESS RELEASE EXHIBIT 99.1 C&D TECHNOLOGIES, INC. ---------------------------------------------------------------------------- Power Solutions 1400 Union Meeting Road Blue Bell, PA 19422 Phone: 215-619-2700 Fax: 215-619-7841 Contacts: Ian Harvie of C&D: 215-619-7835 Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253 For Immediate Release C&D TECHNOLOGIES AGREES TO SELL POWER ELECTRONICS DIVISION TO MURATA MANUFACTURING FOR $85 MILLION Blue Bell, Pa., June 19, 2007 -- C&D Technologies, Inc. (NYSE:CHP) today announced the signing of a definitive agreement to sell its Power Electronics Division (PED) to Murata Manufacturing Co., Ltd of Japan (Murata) for $85 million cash, subject to customary working capital adjustments. The transaction is subject to regulatory and other approvals. With annual revenues of over $185 million, PED is a world-leading manufacturer of DC/DC converters, AC/DC power supplies, magnetics, data acquisition devices and panel meters. PED's global customer base includes many of the most respected Tier I electronics manufacturers. Murata is one of the world's leading providers of ceramic based components, sensors and integrated electronic modules, including power supplies. The Company, headquartered in Kyoto, Japan, has over 29,000 employees worldwide and over $4.8 billion in annual sales. Dr. William Bachrach, General Manager of PED commented, "This transaction allows the Power Electronic Division to bring a broader range of products to our existing customers, enables a new range of customers for our existing products and will improve our overall global competitiveness. Our combination with Murata provides a powerful platform for the future. We are honored to be joining such a respected and longstanding force within the electronics industry." "The sale of our Power Electronics Division to Murata delivers a good outcome to C&D shareholders by providing the Company with liquidity to de-lever its balance sheet, fund important cost reduction programs and invest in additional growth initiatives within our Power Systems Division," stated Dr. Jeffrey Graves, President and Chief Executive Officer. "At the same time, our valued power electronics customers can look to a strong future knowing that PED will have additional resources to continue to meet and exceed the needs of their business." As a result of the signing of this agreement, PED will be reflected in the Company's future consolidated financial statements as a discontinued operation. About C&D Technologies C&D Technologies, Inc. provides solutions and services for the switchgear and control (utility), motive (material handling), telecommunications, and uninterruptible power supply (UPS) as well as emerging markets such as solar power. C&D Technologies engineers, manufactures, sells and services fully integrated reserve power systems for regulating and monitoring power flow and providing backup power in the event of primary power loss until the primary source can be restored. Through our Power Electronics Division, we manufacture and market custom, standard and modified-standard electronic power supply systems, including DC to DC converters, for large OEMs of telecommunications and networking equipment, as well as office and industrial equipment. The division also manufactures power conversion products sold into military and CATV applications as well as digital panel meters and data acquisition components. C&D Technologies' unique ability to offer complete systems, designed and produced to high technical standards, sets it apart from its competition. C&D Technologies is headquartered in Blue Bell, PA. For more information about C&D Technologies, visit http://www.cdtechno.com. 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, 2007, 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-----