Delaware (State or other jurisdiction of incorporation or organization) |
23-0552730 (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Securities | Amount to be | Offering Price | Aggregate | Amount of | ||||||||||
to be Registered | Registered (1)(2) | Per Share (3) | Offering Price (3) | Registration Fee | ||||||||||
Common Stock, $0.01 par value
Rights to Purchase Common Stock, par value $0.01 per share (4) |
4,000,000 shares | $8.16 | $32,640,000 | $1,821.32 | ||||||||||
(1) | Consists of shares of common stock, par value $0.01 per share (the Common Stock) of Exide Technologies (Exide), including the associated rights to purchase Common Stock, that may be sold pursuant to the Exide Technologies 2009 Stock Incentive Plan (the Plan). | |
(2) | In addition, pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this Registration Statement also relates to such indeterminate number of additional shares of Common Stock, including the associated rights to purchase Common Stock, as may be issuable to prevent dilution in the event of a stock dividend, stock split, recapitalization, or other similar changes in the capital structure, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing. | |
(3) | Determined in accordance with Rules 457(h) and (c) under the Securities Act, based on $8.16, the average of the high and low prices on The Nasdaq Global Market on September 11, 2009. | |
(4) | One right to purchase a share of Common Stock will attach to, and be transferable only with, each share of Common Stock. The terms of these rights to purchase Common Stock are described in the Current Report on Form 8-K filed by Exide with the Securities and Exchange Commission (the Commission) on December 8, 2008. |
(a) | Exides Annual Report on Form 10-K for the year ended March 31, 2009, filed with the Commission on June 4, 2009 (File No. 001-11263); | ||
(b) | Exides Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed with the Commission on August 6, 2009 (File No. 001-11263); | ||
(c) | Exides Current Reports on Form 8-K filed August 31, 2009 and May 7, 2009 (File No. 001-11263); | ||
(d) | the description of the rights to purchase Common Stock contained in Exides Current Report on Form 8-K filed with the Commission on December 8, 2008 (File No. 001-11263); and | ||
(e) | the description of the Common Stock set forth in Exides registration statement on Form 8-A, filed on May 6, 2004, pursuant to Section 12(b) of the Exchange Act, as amended by any amendment or report updating such description (File No. 001-57045). |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price |
represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and | |||
(iii) | 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; |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by Exide pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. | |||
(2) | That, for the purpose of determining any liability under the Securities 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 those securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | 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. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Exides annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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. | |
(h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Exide pursuant to the foregoing provisions, or otherwise, Exide has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Exide of expenses incurred or paid by a director, officer or controlling person of Exide 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, Exide 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 Securities Act and will be governed by the final adjudication of such issue. |
EXIDE TECHNOLOGIES |
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By: | /s/ Gordon A. Ulsh | |||
Gordon A. Ulsh | ||||
President, Chief Executive Officer and Director | ||||
Signature | Title | Date | ||
/s/ Gordon A. Ulsh
|
President, Chief Executive | September 16, 2009 | ||
Officer and Director (Principal Executive Officer) | ||||
/s/ Phillip A. Damaska
|
Executive Vice President and | September 16, 2009 | ||
Chief Financial Officer (Principal Financial Officer) | ||||
/s/ Louis E. Martinez
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Vice President, Corporate | September 16, 2009 | ||
Controller and Chief Accounting Officer (Principal Accounting Officer) | ||||
/s/ John P. Reilly
|
Chairman of the Board of Directors | September 16, 2009 | ||
/s/ Herbert F. Aspbury
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Director | September 16, 2009 | ||
/s/ Michael R. DAppolonia
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Director | September 16, 2009 | ||
Signature | Title | Date | ||
/s/ David S. Ferguson
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Director | September 16, 2009 | ||
/s/ Paul W. Jennings
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Director | September 16, 2009 | ||
/s/ Joseph V. Lash
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Director | September 16, 2009 | ||
/s/ Michael P. Ressner
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Director | September 16, 2009 | ||
/s/ Carroll R. Wetzel
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Director | September 16, 2009 | ||
Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Certificate of Incorporation of Exide Technologies, incorporated by reference to Exhibit 3.1 to the Exide Technologies Quarterly Report on Form 10-Q filed with the Commission on November 8, 2007 (File No. 001-11263). | |
4.2
|
Amended and Restated Bylaws of Exide Technologies, effective March 26, 2009, incorporated by reference to Exhibit 3.1 to of Exide Technologies Current Report on Form 8-K filed with the Commission on March 31, 2009 (File No. 001-11263). | |
4.3
|
Rights Agreement, dated as of December 6, 2008, by and between Exide Technologies and American Stock Transfer Trust Company, LLC, incorporated by reference to Exhibit 4.1 to Exide Technologies Registration Statement on Form 8-A filed with the Commission on December 8, 2008 (File No. 001-11263). | |
4.4
|
Exide Technologies 2009 Stock Incentive Plan. | |
4.5
|
Form of Restricted Stock Units Award Agreement for United States Non-Employee Directors. | |
4.6
|
Form of Restricted Stock Units Award Agreement for United Kingdom Non-Employee Directors. | |
5.1
|
Opinion of Jones Day, counsel to Exide Technologies, as to the legality of the shares being registered. | |
23.1
|
Consent of PricewaterhouseCoopers LLP. | |
23.2
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Consent of Jones Day (included in Exhibit 5.1). | |
24.1
|
Power of Attorney (included on signature page). |