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.
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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.
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The date of this Prospectus is November 10, 1997.
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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. 333-38893, 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.
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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, 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.
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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.
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
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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 Common Shares of Common Common Stock
Stock Beneficially Stock Offered by Beneficially
Selling Owned Prior to the Each Selling Owned After the
Stockholder Offering Stockholder 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 $35,752.12. 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.
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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
Prospectus, have been examined by Coopers & Lybrand L.L.P., independent public
accountants, as
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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>
C&D TECHNOLOGIES, INC.
631,969 Shares of Common Stock
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PROSPECTUS
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TABLE OF CONTENTS
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholders, Plan of Distribution
and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Common Stock. . . . . . . . . . . . . . . . . . . . . . . 6
Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . 6
Incorporation of Certain Information by
Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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.
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November 10, 1997
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