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: March 15, 2011
(Date of earliest event reported): March 14, 2011
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) |
Registrants 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 14, 2011, C&D Technologies, Inc. (the Company) filed an amendment to the Companys Amended and Restated Certificate of Incorporation to (i) decrease the number of authorized shares of the Companys common stock, par value $.01 per share (Common Stock), from 600,000,000 to 25,000,000 (the Authorized Share Reduction) and (ii) effect a reverse stock split of the issued and outstanding and treasury shares of Common Stock at a ratio of 1-for-35 (the Reverse Stock Split).
Pursuant to the Reverse Stock Split, each 35 shares of the issued and outstanding and treasury shares of Common Stock will be combined and reclassified into 1 share of Common Stock. Each stockholder otherwise entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split will receive one full share of Common Stock in lieu of the Company issuing such fractional share or paying cash in respect thereof.
The Table below sets forth the effect of the Reverse Stock Split. The columns labeled After Reverse Stock Split and After Authorized Share Reduction in the table do not reflect the adjustments that will result from the elimination of fractional shares of our common stock in connection with the Reverse Stock Split as described above. We cannot calculate at this time the number of whole shares that will be issued in lieu of fractional shares as a result of the Reverse Stock Split.
Shares of Common Stock |
Prior
to Reverse Stock Split And Authorized Share Reduction |
After
Reverse Stock Split |
After Reverse Stock Split and Authorized Share Reduction |
|||||||||
Authorized |
600,000,000 | 600,000,000 | 25,000,000 | |||||||||
Issued and outstanding |
529,898,953 | 15,139,971 | 15,139,971 | |||||||||
Available for issuance |
70,101,047 | 584,860,029 | 9,860,029 |
On March 15, 2011, the Company issued a press release announcing the Authorized Share Reduction and the Reverse Stock Split. The foregoing description of the press release does not purport to be complete and is qualified in its entirety by reference to the full press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
99.1 | Press Release dated March 15, 2011. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: March 14, 2011
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EXHIBIT INDEX
Exhibit No. |
Exhibit Name | |
99.1 | Press release dated March 15, 2011. |
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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
FOR IMMEDIATE RELEASE
C&D Technologies Announces Completion of Reverse Stock Split
BLUE BELL, Pa., March 15, 2011 /PRNewswire-FirstCall/ C&D Technologies, Inc. (the Company) announced today that it filed an amendment (the Amendment) to its amended and restated certificate of incorporation to decrease the number of authorized shares of the Companys common stock, par value $.01 per share (Common Stock), from 600,000,000 to 25,000,000 (the Authorized Share Reduction). The Amendment also effected a reverse stock split of the issued and outstanding and treasury shares of Common Stock at a ratio of 1-for-35 (the Reverse Stock Split).
Pursuant to the Reverse Stock Split, each 35 shares of the issued and outstanding and treasury shares of Common Stock will be combined and reclassified into 1 share of Common Stock. Each stockholder otherwise entitled to receive a fractional share of Common Stock as a result of the reverse stock split will receive one full share of Common Stock in lieu of the Company issuing such fractional share or paying cash in respect thereof.
The Table below sets forth the effect of the Reverse Stock Split. The columns labeled After Reverse Stock Split and After Authorized Share Reduction in the table do not reflect the adjustments that will result from the elimination of fractional shares of our common stock in connection with the Reverse Stock Split as described above. We cannot calculate at this time the number of whole shares that will be issued in lieu of fractional shares as a result of the Reverse Stock Split.
Shares of Common Stock |
Prior to Reverse Stock Split And Authorized Share Reduction |
After Reverse Stock Split |
After Reverse Stock Split and Authorized Share Reduction |
|||||||||
Authorized |
600,000,000 | 600,000,000 | 25,000,000 | |||||||||
Issued and outstanding |
529,898,953 | 15,139,971 | 15,139,971 | |||||||||
Available for issuance |
70,101,047 | 584,860,029 | 9,860,029 |
The Company previously filed an Information Statement on Schedule 14C with the Securities and Exchange Commission describing, among other things, the Authorized Share Reduction and the Reverse Stock Split.
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, Pennsylvania. 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 managements 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 Companys 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 Companys 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 Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2010, including the risk factors contained therein.
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