C&D TECHNOLOGIES INC
10-K/A, 1998-06-16
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                                    FORM 10-K/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 1998
                                       or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

          For the transition period from _____________ to ____________

                          Commission file number 1-9389

                             C&D TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its Charter)

     State or other jurisdiction of incorporation or organization: DELAWARE

                I.R.S. Employer Identification Number: 13-3314599

         Address of principal executive offices: 1400 Union Meeting Road
                          Blue Bell, Pennsylvania 19422

       Registrant's telephone number, including area code: (215) 619-2700

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

          Title of Class                          Name of each exchange
          --------------                           on which registered
           COMMON STOCK                          -----------------------
     PAR VALUE, $.01 PER SHARE                   NEW YORK STOCK EXCHANGE

        Securities registered pursuant to Section 12(g) of the Act: NONE

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days:

                                Yes ( x ) No ( )

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]

     Aggregate  market  value of the voting stock held by  nonaffiliates  of the
Registrant, based on the closing price on April 16, 1998: $312,583,116

     Number of shares outstanding of each of the Registrant's  classes of common
stock as of April 16, 1998: 6,168,562 shares of Common Stock, par value $.01 per
share.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Registrant's Proxy  Statement to be filed                   PART III
pursuant  to  Regulation 14A  within  120         -----------------------------
days after the end of Registrant's fiscal         (Part of Form 10-K into which
year covered by this Form 10-K                      Document is incorporated.)
- -----------------------------------------
                          

<PAGE>


     The  Company is filing this Form  10-K/A  relating to its Annual  Report on
Form 10-K for the fiscal year ended January 31, 1998, to correct a typographical
error in the consent of Coopers & Lybrand  L.L.P.  which was filed as Exhibit 23
to the Annual Report on Form 10-K.

<PAGE>

SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       C&D TECHNOLOGIES, INC.

     June 16, 1998                     By:/s/ STEPHEN E. MARKERT, JR.
                                          ---------------------------
                                          Vice President Finance (Principal
                                          Financial and Accounting Officer)

<PAGE>


                                 EXHIBIT INDEX

     23   Consent of Independent Accountants (filed herewith).

                                                             EXHIBIT 23





                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the  incorporation by reference in the registration  statements of
C&D TECHNOLOGIES,  INC. and Subsidiaries  (formerly Charter Power Systems, Inc.)
on Forms S-8 (Registration  Nos.  33-31978,  33-71390,  33-86672,  333-17979 and
333-38891) and Form S-3  Registration  No.  333-38893 of our reports dated March
10, 1998 on our audits of the  consolidated  financial  statements and financial
statement schedule of C&D TECHNOLOGIES,  INC. and Subsidiaries as of January 31,
1998 and 1997,  and for each of the three years in the period ended  January 31,
1998, which reports are included in this Annual Report on Form 10-K.






COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 27, 1998


<PAGE>





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