SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
EXIDE ELECTRONICS GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 23-2231834
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8521 Six Forks Road 27615
Raleigh, North Carolina (Zip Code)
(Address of principal
executive offices)
----------------------
EXIDE ELECTRONICS CORPORATION
401(k) RETIREMENT BENEFIT PLAN
(Full title of the plan)
----------------------
Nicholas J. Costanza, Esq. Copy to:
Vice President and Chief Legal Counsel Brad S. Markoff
Exide Electronics Group, Inc. Smith Helms Mulliss & Moore
8521 Six Forks Road 316 W. Edenton Street
Raleigh, North Carolina 27615 Raleigh, North Carolina 27603
(919) 872-3020 (919) 755-8700
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
registered1 registered per share2 offering price3 fee
Common Stock, par value
<S> <C> <C> <C> <C>
$0.01 per share........ 400,000 shares4 $20.125 $8,050,000 $2,776
<FN>
1 In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan (the "Plan") described
herein.
2 Offering prices vary with the market price of the Registrant's Common Stock.
3 Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as amended)
solely for the purpose of calculating the registration fee on the basis of the
average of the high and low prices of the Registrant's Common Stock reported
under the NASDAQ National Market System on November 7, 1995.
4 Estimate of maximum number of shares to be acquired by the Plan in the three
years following the effective date of this registration statement.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been previously filed by
Exide Electronics Group, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") (File No. 0-18106) pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended September 30, 1994.
(2) The Company's Annual Meeting Notice and Proxy
Statement dated January 30, 1995, issued in
connection with the Annual Meeting of Stockholders
held on February 28, 1995.
(3) The Company's Joint Proxy Statement/Prospectus
constituting a part of the Registration Statement on
Form S-4 filed by Exide with the Securities and
Exchange Commission (Registration No. 33-88324),
filed on January 6, 1995.
(4) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1994, March 31, 1995 and
June 30, 1995.
(5) The Company's Current Reports on Form 8-K filed on
October 18, 1994, February 22, 1995 and October 20,
1995.
(6) The Company's Current Report on Form 8-K/A dated
April 24, 1995.
(7) The description of the Common Stock of the Company
appearing in the Company's Registration Statement on
Form 8-A filed pursuant to Section 12(g) of the
Exchange Act, File No. 0-18106.
The Annual Report on Form 11-K for the year ended December 31,
1994 for the Exide Electronics Corporation 401(K) Retirement Benefit Plan is
incorporated herein by reference.
All documents subsequently filed by the Company or the plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such reports and documents.
For purposes of this registration statement, any statement
contained in a report, document or appendix incorporated, or deemed to be
incorporated, by reference in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in this
registration statement or in any subsequently filed report, document or
appendix, which also is or is deemed incorporated by reference, modifies or
supersedes such statement in such report, document or appendix. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel. Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("Delaware Law"), a
corporation may indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement, which are actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding. Delaware Law permits indemnification only if the person to be
indemnified acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful. Delaware Law does not permit
indemnification in any action or suit by or in the right of the corporation
where the person is adjudged to be liable to the corporation, unless, and only
to the extent that, the court determines that, despite the adjudication of
liability, such person is entitled to indemnity for such expenses as the court
deems proper.
The Registrant's Certificate of Incorporation and By-laws provide for
mandatory indemnification of directors and officers to the full extent permitted
by Delaware Law.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4(a). Certification of Incorporation of the Registrant, as amended(filed as
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and incorporated by reference herein)
4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for the year ended September 30,
1990, and incorporated by reference herein)
4(c). Exide Electronics Corporation 401(k) Retirement Benefit Plan Summary
Plan Description
4(d). Form of Plan Enrollment and Election Form
5. A copy of the Internal Revenue Service determination letter that the
plan is qualified under Section 401 of the Internal Revenue Code.
23. Consent of Arthur Andersen LLP
24. Powers of Attorney (included on the signature page to the Registration
Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, and each filing of the employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on November 9,
1995.
Exide Electronics Group, Inc.
(Registrant)
By /s/JAMES A. RISHER
James A. Risher
President and Chief Executive Officer
--------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date Title and Signature
November 9, 1995 /s/JAMES A. RISHER
James A. Risher
President and Chief Executive Officer
(principal executive officer)
November 9, 1995 /s/MARTY R. KITTRELL
Marty R. Kittrell
Vice President and
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below appoints James A. Risher, Nicholas J. Costanza and Marty R.
Kittrell, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities to sign any amendments (including post-effective
amendments) to a Registration Statement on Form S-8 relating to the offering and
sale of shares of common stock of Exide Electronics Group, Inc. pursuant to the
Exide Electronics Corporation 401(k) Retirement Benefit Plan, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date Title and Signature
November 9, 1995 /s/WAYNE L. CLEVENGER
(Wayne L. Clevenger, Director)
November 9, 1995 /s/RON E. DOGGETT
(Ron E. Doggett, Director)
November 9, 1995 /s/JAMES E. FOWLER
(James E. Fowler, Director)
November 9, 1995 /s/LANCE L. KNOX
(Lance L. Knox, Director)
November 9, 1995 /s/DAVID J. MCLAUGHLIN
(David J. McLaughlin, Director)
November 9, 1995 /s/CONRAD A. PLIMPTON
(Conrad A. Plimpton, Director)
November 9, 1995 /s/JAMES A. RISHER
(James A. Risher, Director)
November 9, 1995 /s/CHIAKI TANAKA
(Chiaki Tanaka, Director)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the plan
administration committee has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Raleigh, State of North Carolina, on November 9, 1995.
Exide Electronics Corporation
401(k) Retirement Benefit Plan
By:
/s/JANE PASIPOULARIDES
Plan Administrator
<PAGE>
Exhibit Index
Exhibit No.
4(a). Certification of Incorporation of the Registrant, as amended(filed as
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and incorporated by reference herein)
4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the
Company's Annual Report on Form 10-K for the year ended September 30,
1990, and incorporated by reference herein)
4(c). Exide Electronics Corporation 401(k) Retirement Benefit Plan Summary
Plan Description
4(d). Form of Plan Enrollment and Election Form
5. A copy of the Internal Revenue Service determination letter that the
plan is qualified under Section 401 of the Internal Revenue Code.
23. Consent of Arthur Andersen LLP
24. Powers of Attorney (included on the signature page to the Registration
Statement)
EXHIBIT 4(c)
EXIDE ELECTRONICS CORPORATION
401(k) RETIREMENT BENEFIT PLAN
SUMMARY PLAN DESCRIPTION
Exide Electronics Corporation has amended its 401(k) Plan, generally
effective January 1, 1989, to comply with the requirements of the Tax
Reform Act of 1986. Exide Electronics Corporation continues to recognize
the efforts you have made to our success. This Plan is for the exclusive
benefit of you and other eligible employees and their beneficiaries.
The purpose of the plan is to reward you and other eligible employees for
long and loyal service by providing you with retirement benefits in a tax
effective manner. When you retire you will be eligible to receive the
amounts which have accumulated in your account.
<PAGE>
TABLE OF CONTENTS
QUESTIONS AND ANSWERS:
1. How does the Plan work?
2. Who is eligible to participate?
3. When will I actually begin to participate?
4. How much can I contribute?
5. How is Compensation defined?
6. How much of my Salary Deferral Contributions will Exide match?
7. What other contributions does Exide make to the Plan?
8. How do all these contributions add up?
9. How will my contributions be invested?
10. What is the tax treatment of contributions to the Plan?
11. Can I borrow from my account and later repay it?
12. Can I withdraw money from my account before I retire?
13. Can I withdraw money from my account if I have a financial hardship?
14. When will I receive a retirement distribution from the Plan?
15. How will my distribution be paid?
16. What if I die before I retire?
17. What is "vesting" and why is it important to me?
18. What happens if I stop working for Exide before my retirement?
19. What happens if I terminate employment with Exide and later return?
20. What if I become disabled?
21. What are some of the tax issues when I receive a distribution?
22. What is a "top heavy plan?"
23. How do I claim my benefits?
24. Can the Plan be amended or terminated?
25. Is the Plan insured by the Pension Benefit Guaranty Corporation?
GENERAL PLAN INFORMATION
Plan Name and Identification Numbers
Employer (Plan Sponsor and Administrator) Address
Type of Plan and Year
Type of Administration and Funding
Plan Documents
STATEMENT OF ERISA RIGHTS
GLOSSARY OF TERMS
<PAGE>
QUESTIONS & ANSWERS
1. How does the Plan work?
You can defer a portion of your compensation, and Exide will contribute it
to the Plan on your behalf. Exide will make a Matching Contribution to
your account based on how much you defer. Exide also will make a Basic
Contribution regardless of whether you defer any of your compensation. In
addition, Exide may make an Excess Discretionary Contribution from the
profits of the company. You do not pay income tax on this money until it
is distributed to you. Each Participant has a separate account. It
includes sub-accounts for your Salary Deferral Contributions, Matching
Contributions, Basic Contributions, and Excess Discretionary
Contributions, which are adjusted to reflect earnings and losses of the
invested assets.
2. Who is eligible to participate?
Generally, all regular Exide employees scheduled to work more than 20
hours per week are eligible to participate once certain requirements have
been met. You must meet one of the following requirements to participate,
depending on when you were hired:
If you were hired: You will be eligible:
Before January 1, 1989 January 1, 1989
January 1, 1989 - June 30, 1991 After 5 Months of Service
July 1, 1991 or later After 6 Months of Service
3. How and when do I actually begin to participate?
After satisfying the eligibility requirements, you must complete an
enrollment form, which you can obtain from the Human Resources department.
With timely notice, your participation will begin as follows:
If you were hired: You will participate on:
Before January 1, 1989 January 1, 1989
January 1, 1989 - June 30, 1991 The first day of the month after
you complete 5 Months of Service
July 1, 1991 - December 31, 1992 The earlier of January 1 or July 1
after you complete 6 Months of
Service
January 1, 1993 or later The first day of the month after
you complete 6 Months of Service
<PAGE>
4. How much can I contribute?
You may have from 1% to 15% (in whole percentages) of your Compensation
contributed directly to the Plan each payroll period. This is called your
Salary Deferral Contribution. Your total Salary Deferral Contributions in
any calendar year may not exceed a maximum dollar limit which is set by
law. This limit is adjusted annually for cost-of-living changes, and in
1995 the limit is $9,240. In addition, there are certain other percentage
limitations imposed by law on the amount of Salary Deferral Contributions
you may contribute to the Plan. These limitations will change from year to
year depending on the level of Salary Deferral Contributions made by other
Participants during the Plan Year.
You may change the percentage that you contribute at any time by filing a
new 401(k) Enrollment/Change Application. The change will be effective as
of the first payroll period beginning the month following receipt of the
change by the Plan Administrator. You also may revoke a deferral election
with 30 days written notice. You will not be permitted, however, to resume
Salary Deferral Contributions for 3 months following a revocation.
In certain circumstances, you may also "roll over" distributions from
other qualified plans into the Plan.
5. How is Compensation defined?
Compensation includes your wages and salaries paid by Exide during the
Plan Year. NOTE: reimbursements or expense allowances, fringe benefits,
and other special categories of compensation are EXCLUDED. By law, the
Plan cannot recognize Compensation greater than a certain amount
(currently $150,000), as adjusted annually for cost of living changes.
6. How much of my Salary Deferral Contributions will Exide match?
Exide will match 50% up to the first 4% of your Salary Deferral
Contributions to the Plan each year.
7. What other contributions does Exide make to the Plan?
Each year, Exide will make a contribution to the Plan equal to 2% of each
Participant's Compensation. You will receive an allocation of this Basic
Contribution regardless of whether you make a Salary Deferral
Contribution.
In addition, Exide may contribute an additional amount from the profits of
the company. This Excess Discretionary Contribution will be allocated
according to your Compensation, with certain limitations. You will share
in any Excess Discretionary Contributions for any Plan Year if you are a
Participant and are employed on the last day of the Plan Year, or if you
retire, become disabled, or die during the Plan Year.
<PAGE>
8. How do all these contributions add up?
Let us use an example. For a Participant earning $20,000 in Compensation,
depending on how large a Salary Deferral Contribution he makes, his total
annual contributions would be as follows:
<TABLE>
<CAPTION>
Participant's Total
Salary Deferral Matching 2% Basic Annual
Contribution Contribution Contribution Contribution
% $ % $ % $ % $
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0 0 0 0 2 400 2 400
1 200 .5 100 2 400 3.5 700
2 400 1 200 2 400 5 1000
3 600 1.5 300 2 400 6.5 1300
4 800 2 400 2 400 8 1600
5 1000 2 400 2 400 9 1800
6 1200 2 400 2 400 10 2000
7 1400 2 400 2 400 11 2200
8 1600 2 400 2 400 12 2400
9 1800 2 400 2 400 13 2600
10 2000 2 400 2 400 14 2800
11 2200 2 400 2 400 15 3000
12 2400 2 400 2 400 16 3200
13 2600 2 400 2 400 17 3400
14 2800 2 400 2 400 18 3600
15 3000 2 400 2 400 19 3800
</TABLE>
9. How will my contributions be invested?
All assets of the Trust will be held in the general Trust Fund, except for
assets placed in one of our Investment Funds described below. Your Plan's
Trustee has been designated to hold and invest Plan assets for the benefit
of you and other Plan Participants. The Trust Fund established by the
Plan's Trustee will be the funding medium used for the accumulation of
assets through which benefits will be distributed. The Trustee will invest
the general Trust Fund in a prudent manner, subject to a duty to diversify
the investments of the Trust and minimize the risk of large losses. Your
quarterly Participant statement will report your share of the earnings and
losses allocated to your account.
By completing a 401(k) Enrollment/Change Application, you may direct the
Trustee as to the investment of all or a portion of your Salary Deferral
and Matching Contribution Accounts. You also may direct the investment of
your Basic Contribution and Excess Discretionary Contribution Accounts,
provided that you are 100% vested. Following enrollment, you may change
your investment directions by telephone with Fidelity directly. Changes
among investment funds other than the Exide Electronics Group, Inc. Common
Stock Fund will be made on a next-day basis. Investment direction
elections are made in 10% increments.
Special rules apply to investments in the Exide Electronics Group, Inc.
Stock Fund. All changes to and from this fund must be made between the 1st
and 15th day of each month. The purchase of stock will be made within five
business days and the sale within two business days of the 15th of each
month. In order to provide loans from this fund promptly, the Trustee will
account for the stock in the fund on a unit basis which will be converted
back into shares if you sell or purchase stock in the fund or if you
receive a full distribution from your 401(k) account. Only Salary Deferral
Contributions and Matching Contributions may be invested in the Exide
Electronics Group, Inc. Common Stock Fund. If you invest in this Fund and
receive a full distribution from the Plan, you will be given the option of
receiving cash or Exide Electronics Group Inc. common stock. All other
distributions from the Exide Electronics Group, Inc. Common Stock Fund
will be made in cash.
You may choose among the following seven investment funds which have
varying degrees of risk:
1. Retirement Government Money Market Portfolio. This money market
fund invests in obligations issued by the U.S. government.
2. Fidelity Puritan Fund. This fund is a growth and income fund which
invests in a broadly diversified portfolio of common stocks,
preferred stocks, and bonds, including lower-quality, high-yield
debt securities.
3. Fidelity Growth & Income Portfolio. This fund is a growth and
income fund which invests in common stocks, securities convertible
into common stocks, preferred stocks, and fixed-income securities.
4. Fidelity U.S. Equity Index Portfolio. This fund is a growth and
income fund which seeks investment results that correspond to the
performance of companies comprising the Standard & Poor's 500.
5. Fidelity Growth Company Fund. This fund is a growth fund which
invests primarily in common stocks and securities convertible into
common stock. It may invest in smaller, younger companies with
above-average growth potential or larger companies that appear
undervalued relative to their potential return.
6. Fidelity Asset Manager Fund. This is a diversified fund which
invests in stocks, bonds, and short-term, fixed income instruments.
More specifically, investments are normally made in growth,
high-dividend, or blue chip stocks; investment grade bonds; and
money market instruments.
7. Exide Electronics Group, Inc. Common Stock Fund. This fund is
invested in whole shares of Exide Electronics Group, Inc. common
stock.
For additional information concerning these investment funds, contact the
Plan trustee, Fidelity Management Trust Company.
<PAGE>
10. What is the tax treatment of contributions to the Plan?
Salary Deferral Contributions, Matching Contributions, Basic
Contributions, and Excess Discretionary Contributions and earnings on the
contributions are not subject to income taxes until they are distributed
to you.
You must pay, however, Social Security taxes (FICA) on your Salary
Deferral Contributions when they are made. FICA taxes are withheld as part
of the payroll process.
11. Can I borrow from my account and later repay it?
Yes. Loans are available in $100 increments with a minimum loan value of
$500. Loans are repaid through payroll deductions over a maximum period of
5 years, and the interest rate for loans is the prime rate plus one
percentage point. If you are married your spouse must consent to the loan
(if it exceeds $3,500), and the maximum loan amount is generally one-half
of your non-forfeitable benefit under the Plan. For additional information
on loans or to obtain a loan application contact the Plan Administrator.
12. Can I withdraw money from my account before I retire?
After you reach age 59-1/2, you can withdraw all or part of your Salary
Deferral Contribution Account at any time and for any reason. You may be
entitled to receive a pre-retirement distribution from your Matching,
Basic, and Excess Discretionary Contribution Accounts if you have reached
the age of 59-1/2 and are 100% vested in your account. However, any
distribution will reduce the value of the benefits you will receive at
retirement. This distribution is made at your election.
If you wish to receive a pre-retirement distribution from the Plan, you
(and your spouse, if you are married) must first waive the annuity form of
payment.
13. Can I withdraw money from my account if I have a financial hardship?
Yes, but only in the event of immediate and heavy financial need, as
defined by the Internal Revenue Service:
(a) Medical expenses previously incurred by you or your
dependents, or medical expenses necessary for these persons to
obtain medical care;
(b) Purchase (excluding mortgage payments) of your principal
residence;
(c) Payment of tuition and related educational fees for the next
twelve months of post-secondary education for you, your
spouse, or dependents;
(d) The need to prevent your eviction from your principal
residence or foreclosure on the mortgage of your principal
residence; or
(e) Funeral expenses incurred by a member of your immediate family
which shall include parents, children, or dependents.
Hardship distributions may only be made from your Salary Deferral
contributions Account and will reduce the value of the benefits you will
receive at normal retirement, and you will not be permitted to make Salary
Deferral Contributions to this Plan or employee contributions to any other
plan maintained by Exide for 12 months following the distribution.
Hardship distributions are limited to the amount of the immediate and
heavy financial need (as determined by the Plan Administrator) and must be
for a minimum of $400. In addition, a hardship distribution will be
subject to income tax in the year it is received and may be subject to
certain early withdrawal penalties.
14. When will I receive a retirement distribution from the Plan?
Payment of 100% of your benefits under the Plan will occur as soon as
practicable after you retire on one of the following dates:
(a) Your Normal Retirement Date - the first day of the month
coinciding with or next following the later of (i) your 65th
birthday, or (ii) your 5th anniversary of joining the Plan.
(b) Your Early Retirement Date - the first day of the month
coinciding with or next following your 55th birthday and 10th
Year of Service.
(c) Your Late Retirement Date - the first day of the month that
coincides with or next following the date of your actual
retirement after your Normal Retirement Date.
15. How will my distribution be paid?
There are several methods by which benefits may be distributed. The method
depends on your marital status, as well as the elections you (and your
spouse) make. All methods of distribution, however, have equivalent
values.
If you are married on the date your benefits are to begin, you will
automatically receive a 50% joint and survivor annuity, unless you elect
otherwise. This means that you will receive a monthly benefit for your
life and, if you are survived by a spouse, your spouse will receive a
monthly benefit for the remainder of his or her life equal to 50% of the
benefit you were receiving. You may elect a 75% or 100% joint and survivor
annuity instead of the standard 50% joint and survivor annuity. It should
be noted that a joint and survivor annuity may provide a lower monthly
benefit than other forms of payments.
If you are not married on the date your benefits are to begin, you will
automatically receive a life annuity, which means you will receive monthly
benefit payments for as long as you live.
If you and your spouse elect not to take a 50% joint and survivor annuity,
or if you are not married when your benefits are scheduled to begin and
have elected not to take a life annuity, you may elect an alternative form
of payment. This payment may be made in one of the following methods:
(a) a single sum payment in cash or in property; (b) the purchase of
a different form of annuity; (c) equal installments over a period of
time.
Since your spouse participates in these elections, you must immediately
inform the Administrator of any change in your marital status.
16. What if I die before I retire?
Your beneficiary will be entitled to 100% of your account balance upon
your death. If you are married at the time of your death, your spouse will
be the beneficiary of the death benefit, unless you elect otherwise in
writing on a form furnished to you by the Administrator. If you wish to
designate a beneficiary other than your spouse, your spouse must
irrevocably consent to waive any right to the death benefit. Your spouse's
consent must be in writing, be witnessed by a notary or a Plan
representative, and acknowledge the specific nonspouse beneficiary.
If no valid waiver is in effect, the death benefit payable to your spouse
shall be in the form of a survivor annuity, with a monthly benefit payable
for the life of your spouse. Your spouse may direct that payments begin
within a reasonable time after your death. Alternatively, your spouse may
elect to have the death benefit distributed in an alternative form, such
as a single sum payment or in installments. There is a certain period
during which you and your spouse may waive the death benefit. Accordingly,
it is important that you inform the Administrator when you turn age 32 so
that you may receive information about this election.
If you are not married at the time of your death, or if your spouse has
validly waived any right to the death benefit or cannot be located, then
your death benefit will be paid to the beneficiary of your own choosing in
an single sum payment or in installments. You may designate the
beneficiary on a form to be supplied to you by the Administrator. If you
change your designation, your spouse must consent again.
Since your spouse participates in these elections and has certain rights
in the death benefit, you should immediately report any change in your
marital status to the Administrator.
17. What is "vesting" and why is it important to me?
Vesting refers to the amounts in the Plan which cannot be forfeited.
Different types of contributions are treated differently. Your Salary
Deferral Contributions and any rollover contributions and the earnings on
these contributions are always 100% vested.
Your Matching, Basic, and Excess Discretionary Contribution Accounts are
credited to your account immediately and then vest according to how many
Years of Service you have with Exide. For Plan Years beginning before
January 1, 1992, vesting was based on the following schedule:
Years of Service Percentage
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
For Plan Years beginning on or after January 1, 1992, your "vested
percentage" is based on the following schedule:
Years of Service Percentage
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
18. What happens if I stop working for Exide before my retirement?
If your employment ends for a reason other than death, disability, or
retirement, you will be entitled to receive only your "vested percentage"
of your account balance and the remainder of your account will be
forfeited.
If your vested benefit under the Plan has never exceeded $3,500, then it
will be automatically distributed to you in a single sum as soon as
administratively feasible after you terminate employment.
If your vested benefit under the Plan has ever exceeded $3,500, it may be
distributed to you as soon as administratively feasible after you
terminate employment provided you (and your spouse, if you are married)
give written consent before the distribution is made. Also, if you want
the distribution to be in a form other than a 50% joint and survivor
annuity, you and your spouse must first waive in writing the annuity
payment.
19. What happens if I terminate employment with Exide and later return?
If you are reemployed by Exide before a 1-Year Break in Service occurs,
you will continue to participate in the Plan as if you had not terminated
your employment.
If you are reemployed after a 1-Year Break in Service and were vested in
any portion of your account derived from Matching Contributions, Basic
Contributions, or Excess Discretionary Contributions, you will receive
credit for all Years of Service credited to you before your 1-Year Break
in Service as soon as you have completed another Year of Service.
If you do not have a vested interest in the Matching Contribution, Basic
Contribution or Excess Discretionary Contributions allocated to your
account when you terminate your employment, you will lose credit for your
pre-break Years of Service when your consecutive 1-Year Breaks in Service
equal or exceed the greater of 5 years or your pre-break Years of Service.
20. What if I become disabled?
Under your Plan, disability is defined as a physical or mental condition
resulting from bodily injury, disease, or mental disorder which renders
you incapable of continuing any gainful occupation with Exide. This
condition must constitute total disability under the federal Social
Security Act.
If you become disabled while you are a Participant, you will be entitled
to 100% of your account balance. Your disability benefits will be paid to
you as if you had retired.
21. What are some of the tax issues when I receive a distribution?
The following is a brief summary of the IRS rules for distributions from
the Plan. These rules are very complex and are subject to change.
Accordingly, you should consult with your qualified tax advisor before
making a choice.
The Plan has been designed to provide you with significant tax advantages.
For example, Salary Deferral, Matching, Basic, and Excess Discretionary
Contributions, and any investment growth earned by any of your accounts
will not be taxed until you actually receive a distribution from the Plan.
Generally, whenever you receive a distribution from your Plan prior to
retirement, the entire distribution will be subject to income tax and,
unless an exception applies, a 10% additional tax for premature
distributions (distributions received before you are 59 1/2).
Under certain circumstances, you may reduce or defer the tax due on all or
a portion of your distribution through use of one of the following
methods:
(a) By rolling over all or a portion of the distribution to an
Individual Retirement Account ("IRA") or another qualified
employer plan.
(b) By electing favorable income tax treatment under "5-year
forward averaging."
For most distributions, the Plan Administrator must withhold 20% of the
distribution to provide for the federal income tax on the distribution,
unless you roll over the distribution to an IRA or another qualified
retirement plan.
If you receive Exide Electronics Group, Inc. common stock as part of your
distribution (other than a distribution described in questions 12 and 13)
you may be eligible to elect capital gains treatment on the appreciation
in the stock while it was held by the trustee.
Whenever you receive a distribution, the Plan Administrator will provide a
more detailed explanation of these options.
22. What is a "top heavy plan"?
A plan that primarily benefits Key Employees is called a "top heavy plan."
Generally a plan is a "top heavy plan" when more than 60% of the
contributions or benefits have been allocated to key employees. If your
Plan becomes top heavy in any Plan Year, some special rules will apply.
Contact the Plan Administrator for additional information.
23. How do I claim my benefits?
You or your beneficiaries must make a written formal request, using a form
provided by the Plan Administrator. If your claim is denied, the Plan
Administrator shall furnish you with a written notice containing certain
specific information explaining reasons for the denial, within a
reasonable period of time (generally 90 days) after the receipt of your
claim. This notice will tell you how to appeal this decision.
If your claim is denied, you may file an appeal with the Plan
Administrator on a form available from the Plan Administrator. You must
file the claim for review no later than 60 days after you receive written
notification of the denial of your claim, and a response to your appeal
will be rendered within 60 days of its receipt by the Plan Administrator.
If you have any questions regarding the proper person or entity to address
claims, you should ask the Plan Administrator.
24. Can the Plan be amended or terminated?
Exide has the right to amend or terminate the Plan at any time. Upon
termination, all amounts credited to your accounts would become 100%
vested. A complete discontinuance of contributions by Exide would also
constitute a termination.
25. Is the Plan insured by the Pension Benefit Guaranty Corporation?
Benefits provided by your Plan are NOT insured by the Pension Benefit
Guaranty Corporation (PBGC) under Title IV of the Employee Retirement
Income Security Act of 1974 ("ERISA") because the insurance provisions
under ERISA are not applicable to your Plan.
<PAGE>
Plan Name and Identification Numbers:
The formal name of Plan is the Exide Electronics Corporation 401(k)
Retirement Benefit Plan. In any formal correspondence about the Plan, you
should refer to the Employer Identification Number assigned by the
Internal Revenue Service, which is 23-2119242. The official Plan Number is
004.
Employer (Plan Sponsor and Administrator) Address:
Exide is both the sponsor of the Plan and the Plan Administrator. The Plan
Administrator keeps the records for the Plan and is responsible for the
administration of the Plan. The Plan Administrator will also answer any
questions you may have about your Plan. Legal process may be served on the
Plan trustee, as identified below, or on the Plan Administrator at the
following address:
Exide Electronics Corporation
3301 Spring Forest Road
Raleigh, North Carolina 27604
(919) 872-3020
Type of Plan and Plan Year:
The Exide Electronics Corporation 401(k) Retirement Benefit Plan is a
defined contribution profit sharing plan qualified under Sections 401(a)
and (k) of the Internal Revenue Code. Company contributions are paid out
of current or accumulated earnings and profits. The Plan's records are
maintained on a twelve-month period of time. This is known as the Plan
Year, which begins on January 1 and ends on December 31.
Type of Administration and Funding:
Participants and Exide make periodic contributions to the Trust Fund
established with respect to the Plan. The assets of the Trust Fund are
held by the trustee for the exclusive benefit of the Participants and
their beneficiaries. Benefits are paid directly from the Trust Fund by the
plan trustee. The trustee is:
Fidelity Management Trust Company
82 Devonshire Street
Boston, Massachusetts 02109
Your Plan will be governed by the laws of the State of North Carolina.
Plan Documents:
This description of the Exide Electronics Corporation 401(k) Retirement
Benefit Plan summarizes the official plan document. We have tried to write
it in clear, understandable language. The official plan texts are the Plan
document and the trust agreement between Exide and the Plan trustee. These
are the governing documents in the event questions arise, and will control
if there is a conflict between those documents and this summary.
<PAGE>
STATEMENT OF ERISA RIGHTS
As a participant in this Plan you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974, also called ERISA.
ERISA provides that all Plan participants shall be entitled to:
(a) examine, without charge, all Plan documents, including:
(1) insurance contracts;
(2) collective bargaining agreements; and
(3) copies of all documents filed by the Plan with the U.S.
Department of Labor, such as detailed annual reports and Plan
descriptions.
This examination may take place at the Plan Administrator's office
and at other specified locations such as worksites and union halls.
(b) obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Administrator may
make a reasonable charge for the copies;
(c) receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each participant with a
copy of this summary annual report.
(d) obtain a statement telling you whether you have a right to receive a
pension at Normal Retirement Age and, if so, what your benefits
would be at Normal Retirement Age if you stop working under the Plan
now. If you do not have a right to a pension, the statement will
tell you how many years you have to work to get a right to a
pension. THIS STATEMENT MUST BE REQUESTED IN WRITING AND IS NOT
REQUIRED TO BE GIVEN MORE THAN ONCE A YEAR. The Plan must provide
the statement free of charge.
In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the Plan. The people who
operate your Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including Exide Electronics Corporation or any other
person, may fire you or otherwise discriminate against you in any way to prevent
you from obtaining a pension benefit or exercising your rights under ERISA.
If your claim for a pension benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have the right
to have the Plan Administrator review and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay you up to
$100.00 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the control of the Plan Administrator.
If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court.
If the Plan's fiduciaries misuse the Plan's money or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor or you may file suit in a federal court. The court will
decide who should pay court costs and legal fees. If you are successful, the
court may order the person you have sued to pay these costs and fees. If you
lose, the court may order you to pay these costs and fees if, for example, it
finds your claim is frivolous.
If you have any questions about this statement, or about your rights under
ERISA, you should contact the nearest Area Office of the U.S. Labor-Management
Services Administration, Department of Labor.
GLOSSARY OF TERMS
"Basic Contribution" - a contribution to the Plan of 2% of a Participant's
Compensation which is made by Exide.
"Compensation" - amounts paid as wages and salaries plus your Salary Deferral
Contributions made to the Plan and any salary reductions made to an Internal
Revenue Code Section 125 cafeteria plan. For further details, see question 5.
"Excess Discretionary Contribution" - a discretionary contribution to the Plan
which may be made by Exide from its profits in addition to the Basic
Contribution.
"Forfeiture" - the nonvested portion of the account of a terminated Participant.
"Hour of Service" - each hour for which you are directly compensated by Exide
for the performance of duties during the Plan Year, and for certain other
reasons (such as vacation, holidays, sickness, disability, military duty, jury
duty, or leave of absence during the Plan Year), or each hour for back pay
awarded or agreed to by Exide.
"Key Employee" - an officer, a 5% owner, one of the ten employees having the
largest ownership interest in Exide, or a 1% owner with Compensation in excess
of $150,000.
"Matching Contribution" - a discretionary contribution to the Plan of 50% of the
Salary Deferral Contribution, up to 4% of Compensation which is made by Exide.
"Matching Contribution Account" - your account balance attributable to your
allocable share of any Matching Contribution and earnings thereon.
"Month of Service" - a calendar month during which you have completed an "Hour
of Service."
"1-Year Break in Service" - occurs on the first day of the month after a period
of 12 consecutive months during which you are not credited with an Hour of
Service with Exide Electronics Corporation. Solely for determining whether you
have incurred a 1-Year Break in Service, however, Hours of Service will be
recognized for authorized leaves of absence and certain maternity or paternity
leaves of absences.
"Participant" - an employee who has met the eligibility requirements and enrolls
in the Plan.
"Participant Rollover Account" - your account balance attributable to
distributions you have received from other plans that you have "rolled over"
into this Plan.
"Plan" - the Exide Electronics Corporation 401(k) Retirement Benefit Plan.
"Plan Administrator" - the individual or entity who keeps the records for the
Plan and is responsible for the administration of the Plan. Exide serves as Plan
Administrator and will provide you with a quarterly Participant statement
showing the amount of the contributions, rollovers, transfers, forfeitures,
earnings and losses, and distributions allocated to your account during the Plan
Year. As Plan Administrator, Exide also will answer questions you may have about
your Plan.
"Plan Year" - the twelve-month period beginning on January 1 and ending on
December 31.
"Salary Deferral Contribution" - the amount you elect to defer before-tax from
your Compensation.
"Salary Deferral Contribution Account" - your account balance attributable to
your Salary Deferral Contributions and earnings thereon.
"Trust Fund" - the funding medium for the accumulation of assets held for the
exclusive benefit of Plan Participants.
"Year of Service" - twelve consecutive Months of Service you work for Exide,
even if you were not employed on the first or last day of the Plan Year.
EXHIBIT 4(d)
EXIDE ELECTRONICS
401(K) Retirement Benefit Plan
Enrollment/Change Application
Check One: (For Office Use Only)
----- ---- ----
Month Day Year
___ NEW ENROLLMENT (Complete all items in Sections A,B,C & D)
___ CHANGE IN CONTRIBUTIONS (Complete all items in Sections A,B,& D)
___ SUSPENSION OF CONTRIBUTIONS (Complete all items in Sections A & D)
___ REINSTATEMENT OF CONTRIBUTIONS (Complete all items in Sections A,B,& D)
SECTION A
Employee Name: (First, M.I., Last) Please Print in ink or use typewriter.
- ------------------------------------------------------------
Employee Address:
- ------------------------------------------------------------
Street City State Zip Code
Social Security No.: __ __ __ - __ __ - __ __ __ __
Employee No.: _________
SECTION B: EMPLOYEE TAX DEFERRED CONTRIBUTIONS
Check One:
- -- -- -- -- -- -- -- - -- -- -- -- -- -- -- --
0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15%
SECTION C: INVESTMENT OPTIONS(New Enrollment Only)
Investment Options MUST BE Made In Increments of 10%
(10,20,30,40,50,60,70,80,90, or 100%). Please Ensure Your TOTAL ELECTION
EQUALS 100%. Changes In Investment Options Are Made By Contacting Fidelity
Directly By Phone.
FIDELITY INVESTMENTS:
RETIREMENT GOVERNMENT MONEY MARKET FUND..............______ %
PURITAN FUND.........................................______ %
ASSET MANAGER FUND...................................______ %
GROWTH & INCOME FUND.................................______ %
U.S. EQUITY INDEX FUND...............................______ %
GROWTH COMPANY FUND..................................______ %
EXIDE ELECTRONICS GROUP INC. COMMON STOCK FUND.......______ %
TOTAL 100 %
SECTION D: AUTHORIZATION
I hereby authorize my employer to deduct the above indicated percentages from my
compensation (as defined in the Plan), to forward such amounts to the Trustee,
or to amend my prior elections if indicated above.
- ---------------------- --------------------------------
DATE EMPLOYEE SIGNATURE
EXHIBIT 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 941
ATLANTA, GA 30370
Date:October 7, 1993 Employee Identification Number: 23-2119242
File Folder Number: 560011445
EXIDE ELECTRONICS CORPORATION Person to Contact:
C/O ATTY. H. FRASIER IVES RAMONA BROOKS
MOORE & VAN ALLEN LAW OFFICES Contact Telephone Number:
FL 47/ 100 NORTH TYRON STREET (404) 331-4103
CHARLOTTE, NC 28202-4003
Plan Name:
EXIDE ELECTRONICS CORPORATION
401K RETIREMENT BENEFIT PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations). We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is also applicable for the amendment(s)
adopted on 06/03/93.
This determination letter is applicable for the plan adopted on
12/27/88.
This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, YOU
MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE
ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
EXIDE ELECTRONICS CORPORATION
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
Paul Williams
District Director
Enclosures:
Publication 794
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 15, 1994
included in Exide Electronics Group, Inc.'s (the company's) Annual Report on
Form 10-K for the year ended September 30, 1994, our report dated October 18,
1995 included in the company's Current Report on Form 8-K dated October 20,
1995, our report dated March 15, 1995 included in the Exide Electronics
Corporation 401(K) Retirement Benefit Plan Annual Report on Form 11-K for the
year ended December 31, 1994 and to all references to our Firm included in this
registration statement.
/s/Arthur Andersen LLP
Raleigh, North Carolina
October 20, 1995
