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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)

December 21, 2010

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:

x 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 3.03. Material Modification to Rights of Security Holders.

Following receipt of approval from its stockholders, on December 21, 2010, C&D Technologies, Inc. (the “Company”) filed a certificate of amendment to its certificate of incorporation to increase the number of authorized shares of the Company’s common stock, par value $.01 per share (“Common Stock”), from 75,000,000 to 600,000,000, and to effect a forward stock split, by which each outstanding share of Common Stock would be combined and reclassified into 1.37335 shares of Common Stock, such ratio having been determined by the Board of Directors of the Company. As a result, the 26,646,325 shares of outstanding Common Stock immediately prior to the forward stock split, will be combined and reclassified into an aggregate of 36,594,730 shares of Common Stock. The Company will pay cash in lieu of fractional shares resulting from the forward stock split, at the rate of $0.26 per share.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The description included under Item 3.03 above is incorporated herein by reference. A copy of the certificate of amendment to certificate of incorporation is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 8.01. Other Events.

On December 21, 2010, the Company issued a press release announcing the expiration of its outstanding offers to exchange all of the Company’s aggregate outstanding principal of its 5.25% Convertible Notes due 2025 and all of the Company’s aggregate outstanding principal of its 5.50% Convertible Notes due 2026 and the results of the exchange offers. A copy of the full press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of C&D Technologies, Inc.

99.1 Press Release dated December 21, 2010.

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SIGNATURE

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.

By: /s/ Ian J. Harvie

Ian J. Harvie, Vice President and Chief Financial Officer

Date: December 21, 2010

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EXHIBIT INDEX

Exhibit No.	Exhibit Name
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of C&D Technologies, Inc.
99.1	Press release dated December 21, 2010.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

C&D TECHNOLOGIES, INC.

Pursuant to Section 242 of the

Delaware General Corporation Law

C&D Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”),

DOES HEREBY CERTIFY:

FIRST: That the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 18, 1985 under the name “Charter Power Systems, Inc.”

SECOND: That the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 30, 1998.

THIRD: That the resolution setting forth the proposed amendment is as follows:

RESOLVED: That the Amended and Restated Certificate of Incorporation of the Corporation be amended as follows:

1. That Article Fourth be amended and restated in its entirety as follows:

“The total number of shares of capital stock that may be issued by the Corporation is 600,000,000 shares of common stock, par value $.01 per share.

Effective immediately and automatically upon the filing of this Certificate of Amendment to Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, each share of the Common Stock issued and outstanding immediately prior to the filing of this Amended and Restated Certificate of Incorporation, shall, without any action on the part of the holder thereof or the Corporation, be automatically reclassified and converted into 1.37335 validly issued, fully paid and nonassessable shares of Common Stock (and any fractional shares resulting from such reclassification and conversion will not be issued but will be paid out in cash equal to such fraction multiplied by the fair market value thereof as determined by the Board of Directors of the Corporation).”

FOURTH: That the Board of Directors of the Corporation duly adopted resolutions proposing to amend certain provisions of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the

Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, all in accordance with Section 242 of the DGCL.

FIFTH: That the stockholders of the Corporation have voted to approve such amendment, all in accordance with Section 242 of the DGCL.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Certificate of Amendment to the Amended and Restated Certificate of Incorporation is executed as of this 21st day of December, 2010.

C&D TECHNOLOGIES, INC.

By:  /s/  Jeffrey Graves                            

        Name: Jeffrey Graves

        Title: Chief Executive Officer & President

EX-99.1

Exhibit 99.1

Contact: Ian Harvie Chief Financial Officer C&D Technologies (215) 619-7835     or Andrea Calise Kekst and Company (212) 521-4845

Press Release

C&D TECHNOLOGIES RECEIVES ALL REQUISITE APPROVALS FOR OUT-OF-COURT FINANCIAL RESTRUCTURING

—Equity Holders Approve Exchange Offers at Special Meeting of Stockholders

—More than 95% of Noteholders Tender Their Notes

— Financial Restructuring Expected to be Completed by December 31, 2010.

BLUE BELL, Pa., December 21, 2010—C&D Technologies, Inc. (CHHP.PK) announced today that it has received all necessary approvals from its stockholders and noteholders for its proposed out-of-court financial restructuring. Upon consummation, which is expected to occur shortly, the financial restructuring will reduce the Company’s total debt from approximately $175 million to $50 million.

As of 11:59 PM EST on December 20, 2010, approximately 98.91% of the outstanding principal of the Company’s outstanding 5.25% Convertible Senior Notes due 2025 and approximately 96.65% of the outstanding principal of the Company’s outstanding 5.50% Convertible Senior Notes due 2026 (together the “Notes”), for an aggregate of approximately 97.99% of the outstanding principal of the Notes, had been tendered and not withdrawn in its outstanding offers to exchange the Notes for up to 95% of the outstanding shares of the Company’s common stock (the “Common Stock”) in the aggregate following consummation of the exchange offers, and the exchange offers expired in accordance with their terms. The consummation of the exchange offers was conditioned upon, among other things, at least 95% of the aggregate principal amount of the Notes being tendered and not withdrawn.

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At a Special Meeting of Shareholders on Monday, December 20, 2010, holders representing a majority of the Company’s outstanding Common Stock voted to approve the exchange offers and an amendment to the Company’s certificate of incorporation authorizing an increase in the number of shares of Common Stock authorized for issuance and a forward stock split in ratios between 1:1 and 1.95:1, to be determined by the Board of Directors of the Company.

The exchange offer is expected to be consummated on or before December 31, 2010.

Pursuant to the terms of the exchange offers, the participating noteholders will receive their pro rata share of 95% of the issued and outstanding Common Stock of the Company immediately following completion of the exchange offer. Based on the amount of principal validly tendered and not validly withdrawn in the exchange offers, the participating noteholders will receive approximately 93.09% of the issued and outstanding Common Stock of the Company and existing holders of Common Stock will retain approximately 6.91% of the issued and outstanding Common Stock of the Company, in each case subject to dilution due to securities issued under the Company’s management incentive plans.

“Today’s announcement represents a major accomplishment in our financial restructuring plan,” said Dr. Jeffrey A. Graves, President and CEO. “We are very pleased to have received approval from both our equity and noteholders for our debt restructuring. The debt-to-equity swap will enable us to reduce our total debt from approximately $175 million to $50 million, giving us an appropriate capital structure for a company our size. We are grateful for the support we have received from our customers, suppliers and employees during this challenging period and are optimistic about the future. Once we complete our financial restructuring, we believe we will be in an excellent position to leverage the strength of the C&D brand, our deep customer relationships and reputation for industry leading products to take advantage of improving market conditions and global growth opportunities.”

As all material conditions to consummating the out-of-court restructuring have been satisfied, the Company has ceased seeking support for its prepackaged plan of reorganization that it had been pursuing in the event that certain conditions to the exchange offers were not satisfied.

Additional details related to the restructuring plan can be found in the Form 8-K expected to be filed with the Securities and Exchange Commission today.

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About C&D Technologies:

C&D Technologies, Inc. provides solutions and services for the switchgear and control (utility), 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. 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 contains forward-looking statements, 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. The Company’s actual results could differ materially from those anticipated in forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2010, updated to reflect certain subsequent events as detailed in the Current Report on Form 8-K, filed on October 20, 2010, which should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2010, including the risk factors contained therein. We caution you not to place undue reliance on these forward-looking statements.

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