8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

April 10, 2008

C&D Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9389	13-3314599
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 2.02 Results of Operations and Financial Condition.

On April 10, 2008, the Company issued a press release regarding the Company’s financial results for its fourth quarter and fiscal year ended January 31, 2008. The press release is attached as Exhibit 99.1 to this Form 8-K Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 10, 2008 (filed herewith)

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.
Dated: April 10, 2008	By:	/s/ Ian J. Harvie
		Ian J. Harvie
		Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated April 10, 2008, issued by the Company.

EX-99.1

Exhibit 99.1

1400 Union Meeting Road

Blue Bell, PA 19422

Phone: 215-619-2700

Shareholder Contacts:

Ian J. Harvie of C&D: 215-619-7835

Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253

C&D TECHNOLOGIES ANNOUNCES FOURTH QUARTER AND

FISCAL 2008 FULL YEAR RESULTS

Blue Bell, PA—April 10, 2008—C&D Technologies, Inc. (NYSE: CHP), a leading North American producer and marketer of complete, integrated standby power systems, today announced financial results for the fiscal 2008 fourth quarter and full year ended January 31, 2008.

Results for the quarter and all comparative financial data included herein reflects the presentation of the Power Electronics Division (“PED”) and Motive Power Division (“Motive”) as discontinued operations. With these changes C&D’s continuing operations are solely comprised of results from the Standby Power Division.

Overview:

For the quarter, the Company reported a consolidated net loss of $10.3 million or $0.40 per diluted share compared to a net loss of $14.3 million or $0.55 per diluted share in the prior year’s fourth quarter. Net loss from continuing operations was $6.2 million or $0.24 per diluted share during the quarter, compared to $11.7 million or $0.45 per diluted share in the fourth quarter of fiscal 2007. Net loss from discontinued operations was $4.1 million or $0.16 per diluted share, compared to $2.6 million or $0.10 per share in the fourth quarter of fiscal 2007.

Fourth quarter revenues for continuing operations were $94.5 million, up 23.1% compared to $76.8 million in the prior year’s fourth quarter and up approximately 3.5% sequentially from the third quarter of fiscal 2008.

Dr. Jeffrey A. Graves, President and CEO said, “In the fourth quarter we continued gaining momentum with both solid top line growth and significant progress in our cost reduction efforts consistent with our most important strategic initiatives. Standby Power, now our sole operation, posted strong revenues and its fifth consecutive quarterly revenue increase. For the quarter, while price increases implemented to compensate for the escalation in the cost of lead accounted for the majority of the revenue increase, we continued to be pleased with the volume strength given the general economic environment. These revenue trends continue to be driven by strong underlying fundamental strength in enterprise data center construction, expansion of the cable TV fiber-to-the-home infrastructure, telecom industry growth along with end of year buying, and continued moderate strengthening in the utility industry. With the divestiture of our other businesses now behind us, we are able to concentrate our full energies and focus on our strong Standby Power business and to leverage the growth of that business through additional cost reductions and efficiency improvements.”

Discontinued Operations:

In the fourth quarter, loss from discontinued operations was $4.1 million or $0.16 per diluted share. These results reflect the operations of the Motive Power Division during the manufacturing transition period that lasted through the end of December, as well as additional impairment charges of approximately $1.5 million recognized in the quarter. The sale of both the Motive Power and Power Electronics Divisions are now complete.

Full Year Results:

For the year, the Company reported a consolidated net loss of $18.5 million or $0.72 per diluted share compared to a net loss of $42.7 million or $1.67 per diluted share in the fiscal 2007. Net loss from continuing operations was $2.2 million or $0.09 per diluted share during for the current year, compared to $13.9 million or $0.54 per diluted share in fiscal 2007. Net loss from discontinued operations was $16.4 million or $0.63 per diluted share, compared to $28.8 million or $1.13 per share in fiscal 2007. Fiscal 2007 annual financial results included a $15.2 million gain on sale related to disposition of the company’s former manufacturing facility in Shanghai, China. Revenues for fiscal 2008 were $346.1 million, up 20.5% compared to $287.2 million in the prior year. Approximately 70% of the increase was due to pricing actions, with the balance attributable to volume growth.

“Our pricing and lead management programs have now gone a long way towards effectively offsetting the impact of lead escalation on our operations” Dr. Graves continued. “However, as we indicated last quarter, because we now account for inventories and Costs-of-Goods-Sold on a FIFO basis (“First in First Out”) our results for the fiscal 2008 fourth quarter were burdened by the highest average LME (“London Metal exchange”) lead prices for the year over $1.50 per pound. Looking ahead, we expect to see significant margin improvement in our business in the upcoming months as pricing lags are recovered through our contract adjustments and the benefits of our cost reduction programs flow through the income statement. Our cost reduction initiatives continue on track with our previously communicated targets, having achieved slightly over $15 million of savings this past year with an incremental $15 million expected to be realized in fiscal 2009, which we are now entering.”

Dr. Graves concluded, “C&D Technologies is now focused on leveraging our competitive strengths in the vital and growing power storage industry. We have a strong brand, leading North American market share, long-term loyal customers, an improving low-cost manufacturing platform and a reputation for innovation and product quality that spans over a century. As a continuing reaffirmation of our heritage for innovation, we most recently announced the release of our msEndur^® II “Green Battery” system that benefits the environment and a company’s operational costs by consuming much less power than equivalent batteries, and does so in a smaller footprint. With over 97% of the materials used to manufacture msEndur II being fully recyclable and reusable, we provide customers with record-breaking life performance and energy density advantages, while also addressing their growing concerns for our environment. In addition, earlier last month, C&D Technologies’ growing international reputation for quality and technology was instrumental in the decision to use our batteries to provide back up power to the new National Stadium in Beijing, China, which will be the centerpiece of the upcoming summer Olympic Games. With our pricing and cost reduction initiatives driving improved profitability levels, and the launch of ground-breaking new products like msEndur II and others soon to follow supporting solid top line performance, we are confident of executing on our plan to return C&D Technologies to profitability early in fiscal 2009 and of a strong year to follow.”

Conference call:

C&D management will host a conference call to discuss these financial results on April 11, 2008 at 10 a.m. Eastern Daylight Time. Those parties interested in participating in the conference call via telephone should dial 706-679-4521 and enter conference ID number 42745249. A telephone replay of the conference call will begin immediately following the call and will be available through April 25, 2008 at midnight Eastern Daylight Time. To access the rebroadcast, please dial 800-642-1687 (706-645-9291 for international callers) and enter code 42745249. A webcast of the conference call will also be available at http://www.cdtechno.com.

About C&D Technologies:

C&D Technologies, Inc. provides solutions and services for the switchgear and control (Utility), telecommunications, and uninterruptible power supply (UPS Applications). 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. 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 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, 2008, 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.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

January 31,

(Dollars in thousands, except par value)

	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	6,536		$	5,384
Restricted cash	$	4,383			—
Accounts receivable, less allowance for doubtful accounts of $1,148 in 2008 and $1,203 in 2007		62,946			55,397
Inventories		85,832			53,172
Deferred income taxes		—			134
Prepaid taxes		800			2,634
Other current assets		835			6,121
Assets held for sale		450			132,878
Total current assets		161,782			255,720
Property, plant and equipment, net		79,782			80,460
Deferred income taxes		32			531
Intangible and other assets, net		16,091			15,543
Goodwill		59,870			59,733
TOTAL ASSETS	$	317,557		$	411,987
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	5,568		$	1,286
Accounts payable		51,382			40,282
Book overdrafts		—			2,310
Accrued liabilities		15,593			13,708
Other current liabilities		9,767			28,983
Other current liabilities		—			36,532
Total current liabilities		82,310			123,101
Deferred income taxes		10,020			9,155
Long-term debt		124,133			147,925
Other liabilities		20,568			28,591
Total liabilities		237,031			308,772
Commitments and contingencies
Minority interest		11,418			7,548
Stockholders’ equity:
Common stock, $.01 par value, 75,000,000 shares authorized; 29,081,110 and 29,040,960 shares issued in 2008 and 2007, respectively		291			290
Additional paid-in capital		74,995			74,188
Treasury stock, at cost, 3,414,633 and 3,391,536 shares in 2008 and 2007, respectively		(47,243	)		(47,110	)
Accumulated other comprehensive (loss) income		(24,270	)		(13,952	)
Retained earnings		65,335			82,251
Total stockholders’ equity		69,108			95,667
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	317,557		$	411,987

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, per share amounts)

	Three months ended
	January 31, (unaudited)						Year ended January 31,
	2008			2007			2008			2007
NET SALES	$	94,487		$	76,784		$	346,073		$	287,241
COST OF SALES		87,150			73,715			310,089			249,385
GROSS PROFIT		7,337			3,069			35,984			37,856
OPERATING EXPENSES:
Selling, general and administrative expenses		9,756			9,247			35,576			33,228
Research and development expenses		1,484			1,349			6,433			6,232
Gain on sale of China plant		—			—			(15,162	)		—
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS		(3,903	)		(7,527	)		9,137			(1,604	)
Interest expense, net		2,056			3,210			8,246			11,260
Other (income) expense, net		1,199			418			(921	)		1,393
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND MINORITY INTEREST		(7,158	)		(11,155	)		1,812			(14,257	)
(Benefit) provision for income taxes from continuing operations		(218	)		1,421			1,063			919
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST		(6,940	)		(12,576	)		749			(15,176	)
Minority interest		(741	)		(902	)		2,931			(1,273	)
LOSS FROM CONTINUING OPERATIONS		(6,199	)		(11,674	)		(2,182	)		(13,903	)
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES		(4,527	)		(2,945	)		(15,091	)		(25,652	)
Provision for income taxes from discontinued operations		(441	)		(327	)		1,262			3,175
LOSS FROM DISCONTINUED OPERATIONS		(4,086	)		(2,618	)		(16,353	)		(28,827	)
NET (LOSS) INCOME		(10,285	)		(14,292	)		(18,535	)		(42,730	)
Basic and Diluted:
Net loss per common share – continuing operations	$	(0.24	)	$	(0.45	)	$	(0.09	)	$	(0.54	)
Net loss per common share – discontinued operations	$	(0.16	)	$	(0.10	)	$	(0.63	)	$	(1.13	)
Net loss	$	(0.40	)	$	(0.55	)	$	(0.72	)	$	(1.67	)
Dividends per share		—			—			—		$	0.01375

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended January 31,

(Dollars in thousands)

	2008			2007
Cash flows from operating activities:
Net loss	$	(18,535	)	$	(42,730	)
Net loss from discontinued operations		(16,353	)		(28,827	)
Net loss from continuing operations		(2,182	)		(13,903	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Minority interest		2,931			(1,273	)
Stock options issued and restricted stock expense		572			225
Depreciation and amortization		10,913			11,405
Amoritzation of debt acquisition costs		1,629			2,207
Impairment of fixed assets		—			985
Deferred income taxes		670			1,212
(Gain) loss on disposal of assets		(15,254	)		29
Annual retainer to Board of Directors paid by the issuance of common stock		237			224
Changes in assets and liabilities, net of effects from businesses acquired:
Accounts receivable		(9,452	)		(11,521	)
Inventories		(30,951	)		3,503
Other current assets		(254	)		(430	)
Accounts payable		6,895			11,598
Accrued liabilities		962			(2,068	)
Income taxes payable		1,899			4,348
Other current liabilities		2,795			(1,855	)
Other liabilities		4,106			3,557
Funds provided to discontinued operations		(24,288	)		(24,913	)
Other long-term assets		227			153
Other, net		(5,599	)		(681	)
Net cash (used in) provided by continuing operating activities		(54,144	)		(17,198	)
Net cash (used in) provided by discontinued operating activities		(1,043	)		7,001
Net cash (used in) provided by operating activities		(55,187	)		(10,197	)
Cash flows from investing activities:
Proceeds from sale of businesses		88,100			—
Acquisition of property, plant and equipment		(7,611	)		(21,261	)
Proceeds from disposal of property, plant and equipment		2,250			1,658
Increase in restricted cash		(4,383	)		—
Net cash (used in) provided by continuing investing activities		78,356			(19,603	)
Net cash (used in) provided by discontinued investing activities		(504	)		(4,057	)
Net cash (used in) provided by investing activities		77,852			(23,660	)
Cash flows from financing activities:
Repayment of debt		(24,175	)		(49,596	)
Proceeds from new borrowings		3,993			72,480
Increase (decrease) in book overdrafts		(2,310	)		2,239
Financing cost of long term debt		(585	)		(3,326	)
Proceeds from issuance of common stock, net		—			1,210
Purchase of treasury stock		(134	)		(122	)
Common stock dividends paid		—			(352	)
Net cash provided by (used in) continuing financing activities		(23,211	)		22,533
Net cash provided by (used in) discontinued financing activities		(5,212	)		(1,446	)
Net cash provided by (used in) financing activities		(28,423	)		21,087
Effect of exchange rate changes on cash and cash equivalents		151			365
(Decrease) increase in cash and cash equivalents		1,152			(13,903	)
Cash and cash equivalents, beginning of fiscal year		5,384			19,287
Cash and cash equivalents, end of fiscal year	$	6,536		$	5,384