UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 30, 1998
Date of Report (Date of earliest event reported)
C&D TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
(State or other Commission File (I.R.S. Employer
jurisdiction of Number Identification
incorporation Number)
or organization)
1400 Union Meeting Road, Blue Bell, Pennsylvania 19422
(Address of Principal Executive Offices)
(215) 619-2700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On June 30, 1998, the registrant's Restated Certificate of Incorporation
was amended to provide that the total number of shares of capital stock that may
be issued by the registrant is 75,000,000 shares of common stock, par value $.01
per share ("Common Stock"). Immediately thereafter, the registrant filed a
Restated Certificate of Incorporation which restated and integrated but did not
further amend the provisions of the registrant's Certificate of Incorporation.
On June 30, 1998, the registrant also declared a two for one stock split
effected in the form of a 100% stock dividend.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) The following documents are furnished as Exhibits to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
3.1 Amendment to Certificate of Incorporation
(filed herewith)
3.2 Restated Certificate of Incorporation
(filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C&D TECHNOLOGIES, INC.
Date: June 30, 1998
/s/ STEPHEN E. MARKERT, JR.
Stephen E. Markert, Jr.
Vice President-Finance and Chief
Financial Officer
<PAGE>
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
C&D TECHNOLOGIES, INC.
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
1. The name of the corporation is C&D TECHNOLOGIES, INC.
2. The corporation hereby amends Paragraph FOURTH of its Certificate
of Incorporation, relating to the authorized capital stock of the corporation,
to read, in its entirety, as follows:
FOURTH: The total number of shares of
capital stock that may be issued by the
Corporation is 75,000,000 shares of Common
Stock, par value $.01 per share.
3. Pursuant to Section 242 of the General Corporation Law of the State
of Delaware, the amendment effected herein was adopted and declared advisable by
the Board of Directors and was thereafter adopted by the affirmative vote of the
holders of a majority of the outstanding stock of each class of the Corporation
entitled to vote thereon at a meeting called and held upon notice as provided in
Section 222 of such law.
<PAGE>
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 30th day of
June, 1998.
/s/ ALFRED WEBER
Alfred Weber
Chairman, Chief Executive
Officer and President
ATTESTED AND ACKNOWLEDGED:
/s/ GLENN M. FEIT
Glenn M. Feit
Secretary
<PAGE>
Exhibit 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
C&D TECHNOLOGIES, INC.
----------------------------------------------
C&D TECHNOLOGIES, INC. (the "Corporation") was originally incorporated under the
name CHARTER POWER SYSTEMS, INC., and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State of
the State of Delaware is November 18, 1985. The Restatement of the Certificate
of Incorporation herein certified has been duly adopted by the Board of
Directors in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware. This Restated Certificate of
Incorporation restates and integrates but does not further amend the provisions
of the Corporation's Certificate of Incorporation and there is no discrepancy
between those provisions and the provisions of this Restated Certificate.
The Certificate of Incorporation of the Corporation is hereby restated to be in
its entirety as follows:
FIRST: The name of the Corporation is C&D TECHNOLOGIES, INC.
SECOND: The registered office of the Corporation is located at 1013
Centre Road, Wilmington, New Castle County, Delaware 19805, in the State of
Delaware. The name of the registered agent at that address is CSC - The United
States Corporation Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a Corporation may be organized under the General
Corporation Law of the State of Delaware. Without limiting in any manner the
scope and generality of the foregoing, it is hereby provided that the
Corporation shall have the power to do all and everything necessary suitable and
proper for the accomplishment of any of the purposes or the attainment of any of
the objects or the furtherance of any of the powers of which a corporation may
be organized under the General Corporation Law of the State of Delaware, either
alone or in association with other corporations, firms or individuals, and to do
every other act or acts, thing or things incidental or appurtenant to or
growing out of or connected with the Corporation's business or powers or any
part or parts thereof, provided the same be not inconsistent with said General
Corporation Law; and it shall have the power to conduct and carry on its
business,
<PAGE>
or any part thereof, and to have one or more offices, and to exercise any or all
of its corporate powers and rights, in the State of Delaware, and in the various
other states, territories, colonies and dependencies of the United States, in
the District of Columbia, and in all or any foreign countries.
FOURTH: The total number of shares of capital stock that may be issued
by the Corporation is 75,000,000 shares of common stock, par value $.01 per
share.
FIFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and its
directors and stockholders:
1. The number of directors of the Corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
2. The Board of Directors shall have power, without the assent or
vote of the stockholders:
(a) to make, alter, amend, change, add or repeal the by-laws of
the Corporation; to fix and vary the amount to be reserved for any proper
purpose to authorize and cause to be executed mortgages and liens upon all or
any part of the property of the Corporation; to determine the use and
disposition of any surplus or net profits; to declare dividends; and to fix the
record date and the date for the payment of any dividends; and
(b) to determine from time to time whether and to what extent,
and at what times and places, and under what conditions and regulations,
the accounts and books of the Corporation (other than the stock ledger) or any
of them, shall be open to the inspection of the stockholders.
3. The directors in their discretion may submit any contract or act
for approval or ratification by the written consent of the stockholders, at any
annual meeting of the stockholders or at any special meeting of the stockholders
called for the purpose of considering any such act or contract, and any contract
or act that shall be approved or ratified by the written consent or vote of the
holders of a majority of the stock of the Corporation (which in the case of a
meeting is represented in person or by proxy at such meeting, provided a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the Corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the corporation,
whether or not the contract or act would otherwise be open to legal attack
because of the directors' interest, or for any other reason.
<PAGE>
4. In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; PROVIDED, HOWEVER, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-laws had not been made.
SIXTH: The corporation shall, to the full extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as amended from
time to time, indemnify all persons whom it may indemnify pursuant thereto.
SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or any creditor or stockholders thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors, and/or of the stockholders
or class of stockholders of the Corporation, as the case may be, agree to any
compromise or arrangement and the said reorganization of the Corporation as a
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors and/or on all the stockholders or class of stockholders of
the Corporation, as the case may be, and also on the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
<PAGE>
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 30th day of
June, 1998.
/s/ ALFRED WEBER
Alfred Weber
Chairman, Chief Executive
Officer and President
ATTESTED AND ACKNOWLEDGED:
/s/ GLENN M. FEIT
Glenn M. Feit
Secretary
<PAGE>
