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
Date of Report (Date of earliest event reported): February 22, 2000
C&D TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1400 Union Meeting Road, Blue Bell, Pennsylvania 19422
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 619-2700
N/A
---
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 22, 2000, the Board of Directors of C&D Technologies, Inc. (the
"Company") declared a dividend of one common stock purchase right (a "Right")
for each share of common stock, par value $.01 per share, (the "Common Stock")
outstanding on March 3, 2000 (the "Record Date") to the stockholders of record
on that date. Upon the occurrence of certain events, each Right will entitle the
registered holder to purchase from the Company one one-hundredth of a share of
Common Stock at a price of $300 per one one-hundredth of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agents (the "Rights Agent").
Until the earlier to occur of (i) 10 days after a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired beneficial ownership of 15% or more of the outstanding Common Stock
or (ii) 10 business days (or such later date as may be determined by action of
the Board of Directors prior to such time as any person or group becomes an
Acquiring Person) after the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of the outstanding
Common Stock (the earlier of such dates being called the "Distribution Date"):
(x) the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such certificates, (y) new Common Stock
certificates issued after March 3, 2000 will contain a notation incorporating
the Rights Agreement by reference, and (z) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of Business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 2, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
From and after the occurrence of an event described in Section 11(a)(ii) of
the Rights Agreement, if the Rights evidenced by the Right Certificate are or
were at any time on or after the earlier of (i) the date of such event and (ii)
the Distribution Date (as such term is defined in the Rights Agreement) acquired
or beneficially owned by an Acquiring Person or an associate or affiliate of an
Acquiring Person (as such terms are defined in the Rights Agreement), the Rights
owned or held by such Acquiring Person or an associate or affiliate of such
Acquiring Person will become null and void, and any holder of such Rights will
thereafter have no right to exercise such Rights.
<PAGE>
If, at any time after a person or group becomes an Acquiring Person, the
Company is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company that at
the time of such transaction has a market value of two times the exercise price
of the Right.
Unless the Board of Directors of the Company acts otherwise, if any person
becomes an Acquiring Person, proper provision will be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person and its
affiliates and associates (which will thereafter be null and void), will
thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value equal to two times the Purchase Price of the
Right. If the Company does not have sufficient shares of Common Stock to satisfy
such obligation to issue shares of Common Stock, or if the Board of Directors so
elects, the Company will deliver upon payment of the exercise price of a Right
an amount of cash or securities equivalent in value to the shares of Common
Stock issuable upon exercise of a Right; provided that, if the Company fails to
satisfy this obligation within 30 days after the later of (i) the first
occurrence of an event triggering the right to purchase Common Stock and (ii)
the date on which the Company's right to redeem the Rights expires, the Company
must deliver, upon exercise of a Right but without requiring payment of the
exercise price then in effect, shares of Common Stock (to the extent available)
and cash equal in value to the difference between the value of the shares of
Common Stock otherwise issuable upon the exercise of a Right and the exercise
price then in effect. The Board of Directors may extend this 30-day period for
up to an additional 60 days to permit the taking of action that may be necessary
to authorize sufficient additional shares of Common Stock to permit the issuance
of shares of Common Stock upon the exercise in full of the Rights.
At any time after any Person becomes an Acquiring Person and prior to the
acquisition by any person or group of a majority of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for or purchase shares of Common Shares at a price, or
securities convertible into Common Stock with a conversion price, less than the
then current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in shares of Common Stock) or of subscription rights or
warrants (other than those referred to above).
<PAGE>
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued (other
than fractions which are integral multiples of one one-hundredth of a share,
which may at the election of the Company be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made based on the market
price of the Common Stock on the last trading day prior to the date of exercise.
At any time prior to the time any person becomes an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate, and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that, from and
after the time that any person becomes an Acquiring Person, no such amendment
may adversely affect the interests of the holders of the Rights (other than the
Acquiring Person and its affiliates and associates).
Until a Right is exercised, the holder of the Right, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of February 24, 2000, there were 13,044,257 shares of Common Stock
outstanding and 905,102 shares held in the treasury. As of February 24, 2000,
there were 2,026,593 shares of Common Stock reserved for issuance under the
Company's stock option plans. Each outstanding share of Common Stock on March 3,
2000 will receive one Right. As long as the Rights are attached to the Common
Stock and in certain other circumstances specified in the Rights Agreement, the
Company will issue one Right for each share of Common Stock issued.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board of Directors
may, at its option, at any time prior to 10 days after the Distribution Date
redeem all but not less than all the then outstanding Rights.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Rights Certificate, is filed as Exhibit 4 hereto and is incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4 Rights Agreement dated as of February 22, 2000 between C&D
Technologies, Inc. and ChaseMellon Shareholder Services,
L.L.C., which includes as Exhibit A thereto the form of Rights
Certificate. (Incorporated by reference to Exhibit 1 to the
Company's Form 8-A Registration Statement filed on February
28, 2000).
99.1 Press release dated February 22, 2000 issued by the Company
regarding adoption of the Rights Agreement
99.2 Form of letter to be sent to the stockholders of the Company
on or about March 3, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
C&D TECHNOLOGIES, INC.
Date: February 28, 2000 By:/s/ Stephen E. Markert, Jr.
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Title:Vice President Finance
and CFO
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4 Rights Agreement dated as of February 22, 2000 between C&D
Technologies, Inc. and ChaseMellon Shareholder Services,
L.L.C., which includes as Exhibit B thereto the form of Rights
Certificate. (Incorporated by reference to Exhibit 1 to the
Company's Form 8-A Registration Statement filed on February
28, 2000).
99.1 Press release dated February 22, 2000 issued by the Company
regarding adoption of the Rights Agreement.
99.2 Form of letter to be sent to the stockholders of the Company
on or about March 3, 2000.
EXHIBIT 99.1
C&D TECHNOLOGIES, INC.
- -------------------------------------- 1400 Union Meeting Road
Power Solutions P.O. Box 3053
Blue Bell, PA 19422-0858
Telephone (215) 619-2700
Fax (215) 619-7840
Stockholder Contacts:
Stephen E. Markert, Jr. of C&D: 215-619-7835
Yanis Bibelnieks for C&D: 718-499-6516
FOR IMMEDIATE RELEASE
C&D TECHNOLOGIES, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
BLUE BELL, PA, February 22, 2000 -- C&D Technologies, Inc. (NYSE: CHP)
announced today that its Board of Directors has adopted a stockholder rights
plan. The plan is similar to plans adopted by a large number of public companies
and is intended to encourage any party interested in acquiring C&D Technologies,
Inc. to negotiate with the Company's Board of Directors.
Although the plan will not prevent a takeover of the Company, the plan
should afford the Board of Directors a prudent means of safeguarding the
interests of stockholders should an effort be made to acquire the Company at a
price that does not reflect fair value. The Company noted that the adoption of
the plan was not in response to any effort to acquire control of C&D
Technologies.
In connection with the adoption of the new plan, the Company's Board
declared a dividend of one right for each outstanding share of common stock.
Under normal conditions, the rights cannot be exercised and will automatically
trade with the common stock when it is bought and sold.
Each right will entitle C&D Technologies stockholders to purchase one
one-hundredth of a share of common stock at an exercise price of $300.00 The
rights will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Company's common stock or commences a tender or
exchange offer upon consummation of which such person or group would
beneficially own 15% or more of the Company's common stock.
Upon occurrence of certain takeover events, such as an acquiring party
accumulating 15% or more of the Company's common stock, each right, other than
those held by the 15% stockholder, will entitle its holder to purchase a number
of shares of C&D Technologies common stock having a current market value equal
to two times the $300.00 exercise price, or, in other words, at one-half of the
market value per share.
If, after any such acquisition, C&D Technologies were acquired in a merger
or other business combination, each right would entitle its holder, other than
those held by the 15% stockholder, to purchase a number of the acquiring
Company's common shares having a current market value of two times the exercise
price.
<PAGE>
The rights may be redeemed by the Company or the plan amended by the
Company at any time until any person or its affiliates has acquired 15% or more
of the outstanding shares of common stock. Afterward, the plan could be amended
by the Company as long as the amendment does not have any material adverse
impact on holders of the rights.
Rights will be granted on March 3, 2000 to stockholders of record at the
close of business on March 3, 2000. No separate certificates will be issued. The
rights will be evidenced by the existing stock ownership and will expire on
March 2, 2010. The distribution is not taxable to stockholders.
Details of the stockholder rights plan will be outlined in a letter that
will be mailed to all stockholders.
C&D Technologies, Inc. is a leading North American producer and marketer of
electrical power storage and conversion products used in telecommunications,
computers and office equipment.
EXHIBIT 99.2
C&D TECHNOLOGIES, INC.
- -------------------------------------- 1400 Union Meeting Road
Power Solutions P.O. Box 3053
Blue Bell, PA 19422-0858
Telephone (215) 619-2700
Fax (215) 619-7840
March 3, 2000
Dear C&D Stockholder:
Your C&D Board of Directors announced the adoption of a Stockholder Rights
Plan on February 22, 2000. This letter describes the Plan and explains our
reasons for adopting it. We are also enclosing the "Summary of Rights to
Purchase Common Stock," which provides more detailed information about the Plan
and the Rights being distributed to you under the Plan, and we urge you to read
the Summary carefully. Please retain these materials with your stock holding
information.
The Plan is intended to protect your interests in the event C&D is
confronted with coercive or unfair takeover tactics. The Plan contains
provisions to safeguard you in the event of an unsolicited attempt to acquire
C&D, whether through a gradual accumulation of shares in the open market, a
partial or two-tiered tender offer that does not treat all stockholders equally,
the acquisition in the open market or otherwise of shares constituting control
without offering fair value to all stockholders, or other abusive takeover
tactics that are common in today's takeover environment and that your Board
believes are not in the best interests of C&D's stockholders. These tactics
unfairly pressure stockholders, squeeze them out of their investment without
giving them any real choice, and deprive them of the full value of their shares.
The Plan is designed to assure that all of C&D's stockholders receive fair
and equitable treatment in any unsolicited bid for C&D. Your Board is aware of
arguments that stockholder rights plans may deter legitimate acquisition
proposals. We carefully considered these views and concluded that the arguments
are speculative and do not justify leaving stockholders without this protection
against unfair treatment by an acquirer -- who, after all, is seeking its own
advantage, not yours. Your Board believes that a stockholder rights plan
provides a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment.
The Plan is not intended to preclude legitimate offers to acquire C&D, but
rather, to encourage anyone seeking to acquire C&D to negotiate with the Board
of Directors prior to attempting a takeover. The mere declaration of the Rights
dividend should not affect any prospective offerer willing to make an offer at a
full and fair price or to negotiate with your Board of Directors and certainly
will not interfere with a merger or other business combination transaction
approved by your Board. C&D may redeem the Rights distributed to you under the
Plan for a price of $.001 per Right prior to the time any person or group has
acquired 15% or more of C&D's Common Stock, and therefore the Rights should not
interfere with any merger or other business combination approved by the Board.
<PAGE>
The Plan is not being adopted in response to any effort to acquire control
of C&D, and the Board is not aware of any such effort. The Plan has been adopted
in order to assure that the Board will continue to have the ability to protect
your interests as stockholders of C&D.
Issuance of the Rights does not weaken the financial condition of C&D or
interfere with its business plans. It is the Board of Directors' goal to
maximize stockholder value. The issuance of the Rights has no dilutive effect,
will not affect reported earnings per share, is not taxable to C&D or to you,
and will not change the way in which you can currently trade C&D's shares. As
explained in detail below and in the accompanying Summary, the Rights will
become exercisable only if and when a situation arises that triggers their
effectiveness. They will then operate to protect you against being deprived of
your right to share in the full value of your investment in C&D.
The Rights will be issued to stockholders of record on March 3, 2000 and
will expire in ten years. Initially, the Rights will not be exercisable,
certificates will not be sent to you, and the Rights will automatically trade
with C&D's Common Stock. However, ten days after a person or affiliated group
either acquires 15% or more of C&D's Common Stock or commences a tender offer
that would result in that person or group owning 15% or more of the outstanding
shares (even if no purchases actually occur), the Rights will become exercisable
and separate certificates representing the Rights will be distributed to
stockholders. We expect that the Rights will begin to trade independently from
C&D's shares at that time. At no time will the Rights have any voting power.
When the Rights first become exercisable and prior to the kinds of events
described in this paragraph, a holder will be entitled to purchase from C&D one
one-hundredth (1/100) of a share of Common Stock of C&D at a purchase price of
$300. However, if C&D is involved in a merger or other business combination at
any time when a person or affiliated group holds a 15% or more of C&D's Common
Stock, the Rights will entitle a holder to buy a number of shares of common
stock of the acquiring company having market value equal to twice the exercise
price of each Right. The following example demonstrates the mechanics of this
formula: If at the time of the business combination the acquiring company's
stock has a value of $100 per share, the holder of each Right would be entitled
to receive six shares of the acquiring company's common stock for $300, i.e., at
a 50% discount. Alternatively, if a 15% or more stockholder acquires C&D by
means of a reverse merger in which C&D and its stock survive, or engages in
certain self-dealing transactions with C&D, or if any person acquires 15% or
more of C&D's Common Stock other than pursuant to an offer for all shares that
the independent directors determine to be fair to, and otherwise in the best
interest of, stockholders, each Right not owned by a 15% or more stockholder
would become exercisable for Common Stock of C&D (or, in certain circumstances,
cash, property or other securities of C&D) having a market value equal to twice
the exercise price of the Right.
While, as noted above, the distribution of the Rights will not be taxable
to you or C&D, stockholders may, depending upon the circumstances, recognize
taxable income when the Rights become exercisable. Striving to maximize
stockholder value is a preeminent goal of your management and Board of
Directors.
If you have any questions regarding this matter, please feel free to
contact Stephen E. Markert, Jr., Vice President and Chief Financial Officer, at
(215) 619-7835.
Sincerely,
/s/ Wade H. Roberts, Jr.
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Wade H. Roberts, Jr.
President and
Chief Executive Officer
