As filed with the Securities and Exchange Commission on July 24, 2000.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C&D TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3314599
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1400 Union Meeting Road, Blue Bell, Pennsylvania 19422
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(Address of Principal Executive Offices) (Zip Code)
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C&D TECHNOLOGIES, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
(Full title of the plan)
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Linda R. Hansen
Vice President and General Counsel
C&D Technologies, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422-0858
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(Name and address of agent for service)
(215) 619-7817
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(Telephone number, including area code,
of agent for service)
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Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher LLP
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be Maximum offering Maximum aggregate Amount of
To be registered Registered Price per share Offering price registration fee(5)
------------------- ------------- ---------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Deferred Compensation $5,000,000 100% $5,000,000(4) $1,320
Plan Obligations(1)
Common Stock, par 25,000 shares(2) $47.78125 (3) $1,194,531.25 $ 0
value $.01 per share
</TABLE>
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(1) The Deferred Compensation Plan Obligations are unsecured obligations of C&D
Technologies, Inc. to pay deferred compensation in the future in accordance
with the terms of the C&D Technologies, Inc. Nonqualified Deferred
Compensation Plan.
(2) This Registration Statement shall be deemed to cover additional securities
to be issued in connection with, or as the result of, stock splits, stock
dividends or similar transactions.
(3) Pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, the
proposed maximum offering price per share is based on the reported average
of the high and low prices for C&D Technologies, Inc. Common Stock on the
New York Stock Exchange, Inc. on July 18, 2000.
(4) Estimated solely for purposes of determining the registration fee.
(5) Pursuant to Rule 457(i), the registration fee is calculated solely on the
basis of the proposed offering price of the Deferred Compensation
Obligations, which may convert to C&D Technologies Inc. Common Stock at
distribution.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-K of C&D Technologies Inc. (the "Company")
for the year ended January 31, 2000 as filed by the Company with the Securities
and Exchange Commission (the "Commission").
(b) The Quarterly Report on Form 10-Q of the Company for the quarter ended
April 30, 2000 as filed by the Company with the Commission.
(c) The Current Report on Form 8-K of the Company as filed by the Company
with the Commission on February 28, 2000.
(d) The Current Report on Form 8-K of the Company as filed by the Company
with the Commission on May 25, 2000.
(e) The description of the Company's Common Stock contained in the
Company's Registration Statements on Form 8-A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement, in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
The securities being registered under this registration statement consist
of (1) obligations (the "Obligations") of the Company to pay compensation
deferred by eligible employees under the terms of the C&D Technologies, Inc.
Nonqualified Deferred Compensation Plan (the "Plan") and (2) shares of Common
Stock, par value $0.01 per share, of the Company with which certain of the
Obligations may be paid upon distribution. A description of the Company's Common
Stock is incorporated by reference in this Registration Statement pursuant to
Item 3 above. A description of the Obligations follows.
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Subject to the provisions of the Plan, an eligible employee or director (a
"Participant") may enter into an agreement with the Company providing for the
deferral of the payment of a specified portion or amount of compensation payable
by the Company to the Participant. A Participant's deferrals are credited to a
record keeping account maintained by the Company in the name of the Participant.
Each Participant account will be periodically adjusted to reflect the investment
experience of one or more investment alternatives designated under the Plan,
including the Company's Common Stock. Each Participant shall have the right to
recommend to the Plan's trustee which of the investment benchmarks should be
used with respect to the Participant's account. However, the trustee must make
the final decision as to which alternatives will be used for the Participant.
A Participant will become immediately vested in the amount of any earnings
credited to his or her account. The vested balance credited to a Participant
account will be paid upon the earliest of (i) termination of the Participant's
employment or service as a director of the Company or (ii) the Participant's
elected distribution date, (iii) a corporate change in control, as defined in
the Plan, (iv) an unforeseen emergency of the Participant or (v) the
Participant's death or disability. Depending on the applicable terms of the Plan
and the Participant's payment election, payment of such vested balance may be
made in cash in a lump sum, in substantially equal annual installments over a
period elected by the Participant that may not exceed his life expectancy or the
joint life expectancy of the Participant and a designated beneficiary, or
amounts paid under an annuity that is selected by the Participant.
In the event the Plan is terminated, the Company may decide, in its sole
discretion, to either pay the Obligations as they come due in accordance with
the Participants' initial elections or accelerate the payment of the
Obligations. In addition, the Company may delay the payment of a Participant's
vested amounts under certain circumstances, such as when the Participant has
allocated such amounts to a restricted investment benchmark offered under the
Plan that each Participant must sign as a condition to participation in the
Plan. A Participant's rights to and under the Obligations cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered, except by way of
transfer to the employee's beneficiary or estate upon the Participant's death,
pursuant to the terms of the Plan.
The Obligations are unsecured general obligations of the Company which are
subordinate in rank to other unsecured indebtedness of the Company that may be
outstanding from time to time. No sinking fund has or will be established with
respect to the Obligations. The Obligations are not subject to redemption, in
whole or in part, prior to the payment dates applicable under the Plans.
Obligations are not convertible into another security of the Company.
The Company reserves the right to amend or terminate the Plans at any time,
except that no such amendment or termination shall adversely affect the rights
of Participants with respect to amounts deferred prior to such amendment or
termination.
Except as stated above, the Obligations do not enjoy the benefit of any
affirmative or negative pledges or covenants by the Company. The Company may
establish a grantor trust to fund the payment of the Obligations, but the
Company retains discretion to determine whether such a trust will be established
and, if so, the amount and timing of any contributions to the trust. The assets
of
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the trust will remain subject to the claims of the Company's creditors. The
trustee of the trust will be required to administer the trust in accordance with
its terms, but the trustee's obligations and authority are limited to the
amounts which may be held in the trust from time to time, and the trustee may be
subject to the direction of the Company with respect to the payment Obligations.
Accordingly, the trustee of the trust does not have any independent obligation
or authority to act on behalf of any Participant or Beneficiary and each
Participant and Beneficiary, will be responsible for acting on his or her own
behalf with respect to, among other things, the giving of notices, responding to
requests for consents, waivers or amendments, enforcing covenants and taking
action upon default.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedules incorporated by
reference in this Registration Statement have been audited by
PricewaterhouseCoopers LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any 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, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
In the case of an action or suit by or in the right of the corporation
to procure a judgment in its favor, Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by reason of the fact
that such person is or was acting in any of the capacities set forth above
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that indemnification is not permitted in respect of any claim, issue or
matter as to which such person is
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adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court deems proper.
Section 145 further provides: that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with any action, suit or proceeding or in defense of any claim, issue or matter
therein as to which such person has been successful on the merits or otherwise;
that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer against any
liability asserted against such person and incurred by such person in any such
capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145. A Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct. Such determination is to be
made (i) by the board of directors by a majority vote of a quorum consisting of
directors who were not party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.
Article VIII of the Company's By-laws and Article Sixth of the Company's
Restated Certificate of Incorporation, as amended, provides for indemnification
of directors and officers of the Company to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as presently or hereafter in
effect.
The Company provides liability insurance for directors and officers for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Exhibit Description
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(4) C&D Technologies, Inc. Nonqualified Deferred
Compensation Plan.
(5) Opinion of Linda R. Hansen, Esquire.
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(23)(A) Consent of Linda R. Hansen, Esquire (contained in
Exhibit 5 hereto).
(23)(B) Consent of PricewaterhouseCoopers LLP.
(24) Power of Attorney (included on the signature pages
hereto).
Item 9. UNDERTAKINGS.
The registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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;
(b) that for the purpose of determining any liability under the 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 offer thereof; and
(c) 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.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Blue Bell, Pennsylvania on July 24, 2000.
C&D TECHNOLOGIES, INC.
By: /s/ Stephen E. Markert, Jr.
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Stephen E. Markert, Jr.,
Vice President - Finance and Chief
Financial Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Stephen E. Markert, Jr. and Linda R. Hansen, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ William Harral, III Chairman of the Board and a Director July 24, 2000
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William Harral, III
/s/ Wade H. Roberts, Jr. President, Chief Executive Officer July 24, 2000
--------------------------- and a Director
Wade H. Roberts, Jr. (principal executive officer)
/s/ Stephen E. Markert, Jr. Vice President - Finance and Chief July 24, 2000
--------------------------- Financial Officer (principal
Stephen E. Markert, Jr. financial and accounting officer)
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Signature Title Date
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/s/ Adrian A. Basora Director July 24, 2000
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Adrian A. Basora
/s/ Peter R. Dachowski Director July 24, 2000
---------------------------
Peter R. Dachowski
/s/ Kevin P. Dowd Director July 24, 2000
---------------------------
Kevin P. Dowd
/s/ Pamela S. Lewis Director July 24, 2000
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Pamela S. Lewis
/s/ George Mackenzie Director July 24, 2000
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George Mackenzie
/s/ John A. H. Shober Director July 24, 2000
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John A. H. Shober
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EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit Description
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(4) C&D Technologies, Inc. Nonqualified Deferred Compensation Plan.
(5) Opinion of Linda R. Hansen, Esquire.
(23)(A) Consent of Linda R. Hansen, Esquire (contained in Exhibit 5
hereto).
(23)(B) Consent of PricewaterhouseCoopers LLP.
(24) Power of Attorney (included on the signature pages hereto).
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