Registration No. 333-_____
___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
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)
C&D TECHNOLOGIES SAVINGS PLAN
(Full title of the plan)
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
become 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
plan, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities Amount To Be Offering Price
To Be Registered Registered (1) Per Share (2)
Common Stock
$.01 par value 50,000 shares $48.3125
Proposed Maximum
Aggregate Offering Amount of
Price Registration Fee
$2,415,625 $732.01
(1) In addition, pursuant to Rule 416(c) 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(s) described herein.
(2) 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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into
this Prospectus:
(a) The annual report of C&D TECHNOLOGIES, INC. (the
"Company") 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;
(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 shareholders' 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 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>
Item 4. Description of Securities
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.
Item 5. 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.
Item 6. 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) 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
<PAGE>
those seeking indemnification may be entitled under any By-law,
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.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. 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 Incorporated by reference to
Company Exhibit 3.2 to the Company's
Annual Report on Form 10-K for
the year ended January 31,
1996
5.1 Opinion of Proskauer Filed herewith
Rose LLP
5.2 Determination Letter of Filed Herewith
the Internal Revenue
Service with Regard to
the C&D Charter Power
Systems, Inc. Savings
Plan (now the C&D
TECHNOLOGIES Savings
Plan)
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 Contained in Exhibit 5.1
Rose LLP
24 Powers of attorney to Appear on the signature pages
sign amendments to this
Registration Statement
<PAGE>
Item 9. 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 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 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.
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3 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
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-8, 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 28th 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
/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)
5.1 Opinion of Proskauer Rose LLP
5.2 Determination Letter of the Internal
Revenue Service with Regard to the C&D
Charter Power Systems, Inc. Savings Plan
(now the C&D TECHNOLOGIES Savings Plan)
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
EXHIBIT 5.1
October 28, 1997
The Board of Directors
C&D Technologies, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
Ladies and Gentlemen:
We have acted as counsel to C&D TECHNOLOGIES, INC. (the
"Company") in connection with the Registration Statement on Form
S-8 (together with the exhibits thereto, the "Registration
Statement") filed by the Company under the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder, relating to the registration of 50,000 shares (the
"Shares") of common stock, par value $.01 per share, of the
Company. The Shares are to be issued and sold pursuant to the
Registration Statement under the C&D TECHNOLOGIES Savings Plan.
As such counsel, we have reviewed the corporate proceedings
in connection with the adoption of the Plan. We have also
examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements and instruments relating
to the Company, and certificates of public officials and of
representatives of the Company, and have made such investigations
of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed
proper or necessary as a basis for rendering this opinion. We
have also assumed without investigation the authenticity of any
document submitted to us as a copy, the authenticity of the
originals of such latter documents, the genuineness of all
signatures and the legal capacity of natural persons who signed
such documents.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized, legally
issued, fully paid and non-assessable.
The foregoing opinion relates only to matters of the
internal law of the State of New York and to the General
Corporation Law of the State of Delaware and to matters of
federal law and does not purport to express any opinion on the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement. In giving the foregoing
consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ PROSKAUER ROSE LLP
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-00000
Date: January 4, 1995 Employer Identification Number:
13-3314606
File Folder Number
521033873
C&D CHARTER POWER SYSTEMS
INC. Person to Contact:
3042 WALTON ROAD ARNOLD FUSCO
PLYMOUTH MEETING, PA 19462 Plan Name:
C&D CHARTER POWER
SAVINGS PLAN
Plan Number: 001
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 applicable for the amendment(s)
adopted on December 29, 1994.
This plan satisfies the minimum coverage requirements on the
basis of the average benefit test in section 410(b)(2) of the
Code.
This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.
This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefitting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul M. Harrington
District Director
Enclosure(s)
Publication 794
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: C&D Technologies, Inc.
Form S-8 (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-8 (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 "Information Required in
the Registration Statement."
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 28, 1997
