UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Exide Technologies
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
302051 20 6
(CUSIP Number)
September 18, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Arklow Capital, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
3,201,517*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,201,517*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,517*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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* Includes 677,584 shares of Common Stock that the reporting person has the
right to acquire within sixty (60) days of September 18, 2006 upon the exercise
of warrants.
Item 1. Security and Issuer
This statement relates to the common stock, par value of $0.01 per
share (the "Common Stock"), of Exide Technologies (the "Company"). The principal
executive offices of the Company are located at 13000 Deerfield Parkway,
Building 200, Alpharetta, Georgia 30004.
Item 2. Identity and Background
This statement is filed by Arklow Capital, LLC (the "Reporting
Person"), a limited liability company organized under the laws of the State of
Delaware. The Reporting Person is a registered investment adviser under the
Investment Adviser Act of 1940. The principal office of the Reporting Person is
located at 237 Park Avenue, Suite 900, New York, N.Y. 10017.
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding.
The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which, as a result of such proceeding, could have subjected the
Reporting Person to a judgment, decree or final order enjoining future
violations of, or prohibited or mandated activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person used funds from working capital for purposes of
effecting investment transactions.
Item 4. Purpose of Transaction
The Reporting Person acquired the shares of Common Stock for investment
purposes. The Reporting Person may acquire additional securities of the Company
or dispose of securities of the Company at any time and from time to time in the
open market or otherwise. Although the foregoing represents the range of
activities presently contemplated by the Reporting Person with respect to the
Company, it should be noted that the possible activities of the Reporting Person
are subject to change at any time. The Reporting Person does not, at the present
time, have any plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 3,201,517 shares of Common
Stock, including 677,584 shares of Common Stock the Reporting Person has the
right to acquire within 60 days of September 18, 2006 through the exercise of
warrants to acquire Common Stock. The number of shares the Reporting Person
beneficially owns represents approximately 5.2 percent of the outstanding shares
of Common Stock, based upon 60,703,053 shares of Common Stock outstanding as
disclosed in the Company's Amendment No. 4 to Form S-3 filed with the SEC on
August 24, 2006.
(b) The Reporting Person has the sole power to vote or to direct the
vote and the sole power to dispose or direct the disposition of these shares.
(c) Other than the Reporting Person's acquisition of 1,574,641 shares
pursuant to the Standby Purchase Agreement described in Item 6 hereof, the
Reporting Person has not effected any transactions in the Common Stock of the
Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As provided under the standby purchase agreement (the "Standby Purchase
Agreement") entered into by and among the Reporting Person, Tontine Capital
Partners, L.P. ("TCP"), Legg Mason Investment Trust, Inc. ("Legg Mason" and,
collectively with the Reporting Person and TCP, the "Holders") and the Company,
dated as of June 28, 2006 and amended on August 1, 2006, the Holders have
acquired shares of Common Stock following the consummation by the Company of
rights offering whereby the Company's stockholders received rights to purchase
shares of Common Stock (the "Rights Offering"). To the extent that shares are
not purchased by the Company's stockholders under the Rights Offering (the
"Unsubscribed Shares"), the Holders purchased from the Company any and all
Unsubscribed Shares, in percentages as determined under the Standby Purchase
Agreement. TCP and Legg Mason also purchased additional shares of Common Stock
from the Company for an aggregate price of $50 million at $3.50 per share.
Pursuant to the Standby Purchase Agreement, and upon its closing, the
Holders entered into a Registration Rights Agreement with the Company (the
"Registration Rights Agreement"). Pursuant to the Registration Rights Agreement,
the Company is required to file a shelf registration statement and grant to the
Holders certain demand and "piggy back" registration rights in connection with
their Common Stock. The registration rights granted under the Registration
Rights Agreement will terminate with respect to any Holder when such Holder
ceases to own any Registrable Securities (as defined in the Registration Rights
Agreement). The foregoing summary of the Standby Purchase Agreement and the
Registration Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to Exhibits 1 and 2, which are incorporated by
reference herein.
Item 7. Material to Be Filed as Exhibits
1. Standby Purchase Agreement, dated June 28, 2006, by and among
Tontine Capital Partners, L.P., Legg Mason Investment Trust, Inc.,
Arklow Capital, LLC and the Company, including as Annex B thereto,
the Form of Registration Rights Agreement to be entered into by and
among Tontine Capital Partners, L.P., Legg Mason Investment Trust,
Inc., Arklow Capital, LLC and the Company (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
June 29, 2006).
2. First Amendment to Standby Purchase Agreement, dated August 1, 2006,
incorporated by reference to Exhibit 2.3 to Amendment No. 1 to the
Form S-3 Registration Statement filed on August 2, 2006.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 22, 2006
/s/ Brian O'Donoghue
Brian O'Donoghue
Managing Director, Arklow Capital, LLC