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): June 16, 2011
C&D TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-1124608 | 13-3314599 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1400 Union Meeting Road,
Blue Bell, Pennsylvania
(215) 619-2700
(Address, including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Not Applicable
(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 8.01 | Other Events. |
On June 16, 2011, C&D Technologies, Inc. issued a press release announcing that it had received a non-binding proposal for a going private transaction from affiliates of Angelo, Gordon & Co., LP, the holder of approximately 65% of the Company’s common stock, at $9.50 per share in cash.
A copy of the press release is filed herewith as Exhibit 99.1 to this current report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
Exhibits
| 99.1 | Press Release dated June 16, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| C&D TECHNOLOGIES, INC. | ||
| By: | /s/ David J. Anderson | |
| Name: | David J. Anderson | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
Dated: June 16, 2011
EXHIBIT INDEX
| No. |
Description | |
| 99.1 | Press Release dated June 16, 2011. | |
Exhibit 99.1
C&D Technologies, Inc.
Press Release
For Release
June 16, 2011
9 A.M EDT
C&D TECHNOLOGIES, INC. RECEIVES
GOING PRIVATE PROPOSAL
BLUE BELL, PA (June 16, 2011) — C&D Technologies, Inc. (OTC: CHHP) (the “Company”) announced that early this morning it had received a non-binding proposal for a going private transaction from affiliates of Angelo, Gordon & Co., LP, the holder of approximately 65% of the Company’s common stock, at $9.50 per share in cash.
The board of directors expects to form a special committee of independent directors to consider the proposal. The committee would retain independent financial advisors and legal counsel to assist it in its work. The Company cautions its shareholders and others considering trading in its securities that it has only received a non-binding proposal and it has not yet been evaluated. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
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, 2011. We caution you not to place undue reliance on these forward-looking statements.
CONTACT: Shareholder Contact: Ian J. Harvie of C&D: +1-215-619-7835