Registration No. 333-_____
___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
C&D TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 13-3314599
(State of Incorporation) (I.R.S. Employer
Identification No.)
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(215) 619-2700
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
Mr. Alfred Weber
Chairman of the Board, CEO, COO and President
C&D TECHNOLOGIES, INC.
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(215) 619-2700
(Name, address, and telephone number of agent for service)
___________________
Copy to:
Steven L. Kirshenbaum, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
(212) 969-3000
____________
Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement has been
declared effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities Amount To Be Offering Price
To Be Registered Registered Per Share (1)
$.01 par value 631,969 shares $48.3125
Proposed Maximum
Aggregate Offering Amount of
Price Registration Fee
Common Stock
$30,532,002 $9,252.12
(1) The price stated is estimated, based on the average of the
high and low prices of Common Stock on the New York Stock
Exchange on October 21, 1997, solely for the purpose of
calculating the registration fee, pursuant to Rule 457 under the
Securities Act of 1933.
______________
<PAGE>
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
C&D TECHNOLOGIES, INC.
Cross Reference Sheet Showing Location
in Prospectus of Information Required by Items of Form S-3
Registration Statement Item Location in Prospectus
and Heading
1. Forepart of the Registration Facing Page of Registration
Statement and Outside Front Statement; Cross Reference
Cover Page of Prospectus Sheet; Outside Front Page
2. Inside Front and Outside Inside Front Cover Page;
Back Cover Pages of Outside Back Cover Page
Prospectus
3. Summary Information, Risk Risk Factors
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Selling Stockholders, Plan
of Distribution and Use of
Proceeds
5. Determination of Offering Not applicable
Price
6. Dilution Not applicable
7. Selling Security Holders Selling Stockholders, Plan
of Distribution and Use of
Proceeds
8. Plan of Distribution Selling Stockholders, Plan
of Distribution and Use of
Proceeds
9. Description of Securities
to be Registered Description of Common Stock
10. Interest of Named Experts Interest of Named Experts
and Counsel and Counsel
11. Material Changes Not applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13. Disclosure of Commission Not applicable
Position on Indemnification
for Securities Act Liabilities
<PAGE>
Subject to Completion, Dated October 28, 1997
PROSPECTUS
631,969 Shares
C&D TECHNOLOGIES, INC.
Common Stock (par value $0.01 per share)
Of the 631,969 shares of Common Stock, $0.01 par value
("Common Stock"), offered hereby (the "Offering"), 452,551 shares
are being offered and sold by C&D TECHNOLOGIES, INC. (the
"Company"), 179,418 shares may be offered and sold from time to
time by the holders named herein and, if required, some portion
of the foregoing shares may be offered and sold by holders named
in an accompanying supplement (a "Prospectus Supplement") or, in
any case, by their respective transferees, pledges, donees, or
their successors (holders other than the Company being,
collectively, the "Selling Stockholders") pursuant to this
Prospectus and a Prospectus Supplement, if required. See
"Selling Stockholders, Plan of Distribution and Use of Proceeds."
The Company will not receive any part of the proceeds from the
sale of shares by the Selling Stockholders.
Information contained herein is subject to completion or
amendment. A Registration Statement relating to these securities
has been filed with the Securities and Exchange Commission. This
Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
See "Risk Factors" commencing on page 3 for a discussion of
certain factors that should be considered by prospective
investors.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
<PAGE>
The date of this Prospectus is October 28, 1997.
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offering made by this Prospectus, and any
information or representations not contained herein must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy the securities to which this Prospectus
relates in any jurisdiction to any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since
the date hereof.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange
Commission, Washington, D.C., a Registration Statement on Form
S-3 under the 1933 Act, File No. 333-______________, relating to
the shares of its Common Stock offered hereby. For further
information, reference is made to the Registration Statement,
including the exhibits filed as a part thereof.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and in accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange
Commission. These reports, proxy and information statements and
other information may be inspected without charge and copied at
the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
or at its regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section
of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site (http:\\ www.sec.gov) that
contains reports, proxy and information statements and other
information regarding registrants, such as the Company, that file
electronically with the Commission.
The Company's securities are listed on the New York Stock
Exchange ("NYSE") and the Company files reports, proxy statements
and other information with this exchange. These reports, proxy
statements and other information concerning the Company can be
inspected at the offices of the NYSE, 20 Broad Street, 17th
Floor, New York, New York 10005.
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the
following risk factors should be considered carefully by
prospective investors in evaluating the Company and its business
before purchasing any of the shares of Common Stock offered
hereby.
Implementation of Growth Strategy
The Company's strategy is to increase sales and profits by
diversifying its product offerings and customer base. In
implementing this strategy, the Company emphasized product
development and quality, reduced costs, streamlined manufacturing
and improved marketing of the Company's products. In addition,
as part of this strategy, the Company has completed several
strategic acquisitions of complementary electronics businesses in
order to further expand its positions in markets with high growth
potential. The continued successful implementation of the
Company's strategy will be dependent on many factors, some of
which are beyond the Company's control, including, but not
limited to, the availability of suitable acquisition candidates,
the continued success of the Company in its research and
development efforts, the prices of raw materials used by the
Company in the manufacture of its products, the activities of the
Company's competitors and general economic conditions. There can
be no assurance that the Company will continue to be successful
in implementing its growth strategy.
Telecommunications Industry and Growth of the Company
The Company expects that sales of products to
telecommunications service providers and OEMs of
telecommunications equipment will continue to account for an
increasing amount of its business. The continued success of the
Company's reserve power systems and power supply products will
depend to some extent on the continued growth and the increased
accessibility and affordability of cellular and other wireless
telecommunications services, including cellular, paging and PCS,
in the United States and internationally. There can be no
assurance that the volume and variety of wireless
telecommunications services will continue to grow or that such
services will create a demand for the Company's products.
In recent years, the telecommunications industry has
undergone substantial change. Further changes in the industry
are expected. Although the Company does not expect such change
to have a material adverse effect on the Company, there can be no
assurance that this will be the case.
Materials Costs; Pricing Pressures
The Company is subject to certain factors affecting pricing
and sales over which the Company has no control, such as general
economic and market conditions. Furthermore, the costs of the
components of the Company's products, particularly the cost of
lead, may fluctuate and the Company may be unable to fully pass
on any cost increases to its customers. When lead prices rise,
<PAGE>
certain of the Company's competitors that own smelting operations
may have lower lead costs than the Company, providing them with a
short-term competitive advantage.
Most of the Company's manufacturing and operating costs are
affected by inflationary pressures. The Company's ability to
pass along inflationary cost increases through higher prices may
be limited during periods of stable or declining lead prices
because of industry practices that tend to link product prices
and lead prices.
Dependence on Key Personnel
The success of the Company is dependent on its ability to
attract and retain qualified management, administrative,
technical and marketing personnel. Although the Company has
entered into employment agreements with certain key personnel and
believes it could replace key employees in an orderly fashion
should the need arise, the loss of such personnel could have an
adverse effect on the Company until such personnel are replaced.
There can be no assurance that the Company will be able to
attract and retain qualified personnel necessary for the
operation and development of its business.
Environmental Regulation
The Company's operations are subject to extensive and
evolving environmental laws and regulations regarding the
clean-up and protection of the environment and worker health and
safety. The Company operates under what it believes is a
comprehensive environmental, health and safety compliance program
and believes that it is in material compliance with applicable
environmental requirements. However, there can be no assurance
that in the future the Company will not receive notices that
certain of its operations are not in compliance with its permits
or other environmental requirements, that the Company will be
able to maintain compliance with applicable environmental
requirements, that current environmental requirements will not
become more onerous or that new laws and regulations will not be
adopted or become applicable to the Company. Any of the
foregoing could result in the imposition of fines or penalties,
operating constraints, the issuance of judicial or administrative
orders requiring the Company to cease operating a facility,
increased operating and capital expenditures or other
liabilities, any of which could have a material adverse effect on
the Company's business, financial condition or results of
operations. In addition, if damage to persons or the environment
arises from hazardous materials used, generated or disposed of in
the conduct of the Company's business (or that of its
predecessors, to the extent the Company is not indemnified
therefor), the company may be held liable for the damage and for
the costs of the environmental investigation and remediation,
which could have a material adverse effect on the Company's
business, financial condition or results of operations.
SELLING STOCKHOLDERS, PLAN OF DISTRIBUTION AND USE OF PROCEEDS
An aggregate of 452,551 shares of Common Stock offered
hereby are being sold by the Company. The shares consist of
shares of treasury stock that were previously purchased by the
Company in various stock repurchase programs in open market
transactions.
<PAGE>
An aggregate of 179,418 shares of Common Stock offered
hereby are being sold by Selling Stockholders. The following
table sets forth the number of shares offered by each of the
Selling Stockholders and the number of shares beneficially owned
(within the meaning of Rule 13d-3 under the 1934 Act) by each of
the Selling Stockholders as of October 21, 1997.
Shares of Shares of Shares of
Common Stock Common Stock Common Stock to
Beneficially Offered by be Beneficially
Selling Owned Prior to Each Selling Owned After
Stockholder the Offering Stockholder the Offering
Alfred Weber 244,923 110,000 134,923
First Union & Co. 69,418 69,418 0
Mr. Weber is the Chairman of the Board, President, Chief
Executive Officer and Chief Operating Officer of the Company.
The shares of Common Stock being offered by him were received
upon the exercise of a non-qualified stock option on April 30,
1996, pursuant to an Option Agreement dated as of May 30, 1989,
as amended. First Union & Co. is a trustee holding shares of
Common Stock for the benefit of certain defined benefit plans to
which the Company contributed an aggregate of 51,418 shares of
Common Stock as of September 13, 1996 and an aggregate of 18,000
shares of Common Stock as of October 14, 1997.
The Company and the Selling Stockholders directly or through
agents designated from time to time may sell from time to time
all or part of the Common Stock in amounts and on terms to be
determined at the time of sale or in the open market at the
market price on the NYSE. The Company and the Selling
Stockholders also may pledge such shares as collateral, and such
shares could be sold pursuant to the terms of such pledges. The
Company and the Selling Stockholders reserve the sole right to
accept and, together with their agents from time to time, to
reject in whole or in part any proposed purchase of Common Stock
to be made directly or through agents. The Company and the
Selling Stockholders will pay any sales commissions applicable to
such transactions. The Company will pay the other expenses of
the distribution estimated to be $_____. The Company and the
Selling Stockholders and brokers who execute orders on their
behalf may be deemed underwriters as that term is used in Section
2(11) of the Securities Act of 1933 (the "1933 Act"), and a
portion of the proceeds of sales and commissions therefore may be
deemed underwriting compensation for purposes of the 1933 Act.
In addition to the foregoing, the Company may from time to time
contribute shares of Common Stock to one or more of its employee
benefit plans and utilize shares of Common Stock as consideration
for the acquisition of other businesses.
The Selling Stockholders are offering the Shares for their
own account, and not for the account of the Company. The Company
will not receive any of the net proceeds of the offering by
Selling Stockholders. The Company intends to use the proceeds of
the offering of Common Stock by it for general working capital
purposes.
<PAGE>
DESCRIPTION OF COMMON STOCK
The description of the shares of Common Stock contained in
the Company's Registration Statement on Form 8-A (Registration
No. 1-9389) is hereby incorporated by reference.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby
has been passed upon by Proskauer Rose LLP, 1585 Broadway, New
York, New York 10036. Glenn M. Feit, a partner of Proskauer Rose
LLP, is a member of the Board of Directors and is secretary of
the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated by reference into
this Prospectus:
(a) The Company's annual report on Form 10-K for the fiscal
year ended January 31, 1997;
(b) The Company's quarterly report on Form 10-Q for the
period ended April 30, 1997;
(c) The Company's quarterly report on Form 10-Q for the
period ended July 31, 1997; and
(d) The description of the Company's Common Stock contained
in the Company's Registration statement filed on form 8-A (No.
1-9389) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
All annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, definitive information or
proxy statements and other reports filed with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, subsequent to the date of this Prospectus
and prior to the filing of a post-effective amendment which
indicates that all the securities offered by this Prospectus have
been sold or which deregisters all the securities remaining
unsold shall be deemed to be incorporated by reference into this
Prospectus to be part hereof from the date of filing of such
documents. These documents are or will be available for
inspection and copying at the locations identified above. Any
statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement or the
Prospectus to the extent that a statement contained in the
Prospectus or in any other subsequently filed document which also
is or is deemed to be incorporated by reference modifies or
replaces such statement.
The Company's annual report on Form 10-K contains
consolidated balance sheets of the Company and its subsidiaries
as of January 31, 1997 and 1996, and the related consolidated
statements of income, of stockholders' equity and of cash flows
for the three years ended January 31, 1997, 1996, and 1995. Said
financial statements, which have been incorporated by reference
in this
<PAGE>
Prospectus, have been examined by Coopers & Lybrand L.L.P.,
independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon the
authority of said firm in giving said report.
The Company undertakes to provide without charge to each
person to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all information that
has been incorporated by reference in the registration statement
(not including exhibits to the information that is incorporated
by reference unless such exhibits are specifically incorporated
by reference into the information that the registration statement
incorporates). Such request should be directed to the Vice
President-Finance of the Company, Stephen E. Markert, Jr., 1400
Union Meeting Road, Blue Bell, Pennsylvania 19422, telephone
number (215) 619-2700.
The Company's principal executive office is located at 1400
Union Meeting Road, Blue Bell, Pennsylvania 19422. Its telephone
number is (215) 619-2700.
<PAGE>
Part II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of expenses (all but the
registration fee are estimates) of the Company in connection with
the issuance and sale of the Common Stock being registered.
Registration Fee ............................$9,252.12
Legal .......................................$
Accounting ..................................$
Miscellaneous ...............................$
_______
$
=======
Item 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under section 145 of the Delaware General Corporation Law, a
corporation may indemnify its directors, officers, employees and
agents against judgments, fines, amounts paid in settlement, and
reasonable costs, expenses and counsel fees paid or incurred in
connection with any proceeding, other than an action by or in the
right of the corporation, to which such director, officer,
employee or agent or his legal representative may be a party,
provided such director, officer, employee or agent shall have
acted in good faith and shall have reasonably believed (a) in the
case of a civil proceeding, that his conduct was in or not
opposed to the best interests of the corporation, and (b) in the
case of a criminal proceeding, that he had no reasonable cause to
believe his conduct was unlawful. In connection with an action
by or in the right of the corporation against a director,
officer, employee or agent, the corporation has the power to
indemnify such director, officer, employee or agent for
reasonable expenses incurred in connection with such suit (a) if
such person acted in good faith and in a manner he reasonably
believed was not opposed to the best interest of the corporation
and (b) if found liable to the corporation, only if ordered by a
court of law. Section 145 also provides that such section is not
exclusive of any other indemnification rights granted by the
corporation to directors, officers, employees or agents. The
Company's Restated Certificate of Incorporation provides that the
Company shall, to the fullest extent permitted by law, indemnify
all persons who it may indemnify pursuant thereto.
In addition, the Company's Restated Certificate of
Incorporation contains a provision eliminating the liability of a
director to the Company or its stockholders for breach of
fiduciary duty as a director, other than liability (i) for breach
of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct of a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, (iv)
<PAGE>
for any transaction from which the director derived an improper
personal benefit or (v) for any act or omission occurring prior
to December 29, 1986.
The Company's Bylaws provide that the Company shall, to the
fullest extent permitted by law, indemnify any person, the heirs,
executors or administrators of such 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 (brought by or in the right
of the Company or otherwise), whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against all
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by
such person or such heirs, executors or administrators in
connection with such action, suit or proceeding. In addition,
the Company may, in the discretion of the Board of Directors, pay
expenses incurred in defending any action, suit or proceeding in
advance of the final disposition of such action, suit, or
proceeding. The Company may also purchase or maintain insurance
on behalf of any person described in the foregoing section of the
Bylaws against any liability asserted against him, whether or not
the Company would have the power to indemnify him against such
liability by law. Furthermore, the Bylaws provide that the
indemnification provided for therein shall not be deemed
exclusive of any other rights to indemnification to which those
seeking indemnification may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise.
The Company maintains directors and officers liability
insurance policies, insuring, with certain exceptions and
conditions, the Company's directors and officers in their
capacity as such against liability with respect to certain
specified proceedings. In addition to covering directors and
officers of the Company, the policies also insure the Company
against amounts paid by it to indemnify directors and officers.
<PAGE>
Item 16: EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATION
4.1 Restated Certificate Incorporated by reference to
of Incorporation Exhibit 3.1 to the Company's
Quarterly Report on Form
10-Q for the quarter ended
July 31, 1997
4.2 Bylaws of the Company Incorporated by reference to
Exhibit 3.2 to the Company's
Annual Report on Form 10-K
for the year ended January
31, 1996
5 Opinion of Proskauer *
Rose LLP
15 Letter re unaudited Filed herewith
interim financial
information
23.1 Consent of Coopers & Filed herewith
Lybrand L.L.P.
23.2 Consent of Proskauer *
Rose LLP
24 Powers of attorney to Appear on the signature
sign amendments to this pages
Registration Statement
_____________________
* To be filed by amendment.
<PAGE>
Item 17: UNDERTAKINGS
A. To Update Annually
C&D TECHNOLOGIES, INC., the undersigned registrant (the
"Registrant") hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act
that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
B. Indemnification
Insofar as indemnification for liabilities arising under the
1933 Act 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 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
C. To File Post-Effective Amendments, As May Be Required
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 1933 Act;
(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, represents a
fundamental change in the information set forth
in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated
<PAGE>
maximum offering range may be reflected in the
form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration fee" table in the effective
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 (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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.
D. Incorporated Annual and Quarterly Reports
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information to be presented by
Article 3 of Regulation S-X are to set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, C&D
TECHNOLOGIES, INC., the Registrant, certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Blue Bell,
State of Pennsylvania, on the 27th day of October, 1997.
C&D TECHNOLOGIES, INC.
By: /s/ Alfred Weber
Alfred Weber,
Chairman of the Board,
Chief Executive Officer,
Chief Operating Officer
and President
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes and appoints Alfred
Weber and Stephen E. Markert, Jr., or either of them, as his or
her attorney-in-fact to sign and file on his or her behalf
individually and in each capacity stated below any and all
amendments and post-effective amendments to this Registration
Statement.
Signature Title Date
/s/ Alfred Weber Director, Chairman of October 28, 1997
Alfred Weber the Board, Chief
Executive Officer,
Chief Operating Officer
and President (Principal
Executive Officer)
/s/ Stephen E. Vice President-Finance October 28, 1997
Markert, Jr. (Principal Financial
Stephen E. Officer and Principal
Markert, Jr. Accounting Officer)
/s/ Kevin P. Dowd Director October 28, 1997
Kevin P. Dowd
/s/ Glenn M. Feit Director October 28, 1997
Glenn M. Feit
/s/ William Harral, Director October 28, 1997
III
William Harral, III
<PAGE>
/s/ Warren A. Law Director October 28, 1997
Warren A. Law
/s/ Alan G. Lutz Director October 28, 1997
Alan G. Lutz
/s/ John A.H. Shober Director October 28, 1997
John A. H. Shober
<PAGE>
Index to Exhibits
Exhibit
Number Description Page No.
4.1 Restated Certificate of Incorporation
(Incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended
July 31, 1997)
4.2 Bylaws of the Company(Incorporated by
reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year
ended January 31, 1996)
5* Opinion of Proskauer Rose LLP
15 Letter re unaudited interim financial
information
23.1 Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Proskauer Rose LLP
24 Powers of attorney to sign amendments
to this Registration Statement
__________________
* To be filed by amendment.
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: C&D Technologies, Inc.
Form S-3 (File No. - )
We are aware that our reports dated August 28, 1997 and May 28,
1997 on our reviews of interim financial information of C&D
Technologies, Inc., formerly Charter Power Systems, Inc. (the
"Company") for the periods ended July 31, 1997 and April 30, 1997
and included in the Company's quarterly reports on Forms 10-Q for
the quarter then ended are incorporated by reference in this
registration statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a
part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 28, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of C&D Technologies, Inc., formerly Charter Power
Systems, Inc. (the "Company") on Form S-3 (File No. - ) of
our reports, dated March 14, 1997, on our audits of the consolidated
financial statements and financial statement schedules of the Company
as of January 31, 1997 and 1996, and for the three years in the period
ended January 31, 1997, which report is included in the Annual
Report on Form 10-K. We also consent to the reference to our
firm under the caption "Incorporation of Certain Information by
Reference."
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 28, 1997
