þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) |
23-0552730 (I.R.S. Employer Identification Number) |
|
13000 Deerfield Parkway, Building 200 Milton, Georgia (Address of principal executive offices) |
30004 (Zip Code) |
Common Stock, $.01 par value | Warrants to subscribe for Common Stock |
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
INDEX TO EXHIBITS | ||||||||
SIGNATURES | ||||||||
EX-10.57 | ||||||||
EX-31.1 | ||||||||
EX-31.2 |
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2.1 | Joint Plan of Reorganization of the Official Committee of Unsecured Creditors and the
Debtors, dated March 11, 2004, incorporated by reference to Exhibit 2.1 to the Companys
Report on Form 8-K (file no. 001-11263) dated May 6, 2004. |
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2.2 | Amended Technical Amendment to Joint Plan of Reorganization of the Official Committee of
Unsecured Creditors and the Debtors, dated April 21, 2004, incorporated by reference to
Exhibit 2.2 to the Companys Current Report on Form 8-K (file no. 001-11263) dated May 6,
2004. |
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2.3 | Order confirming the Joint Plan of Reorganization of the Official Committee of Unsecured
Creditors and the Debtors entered April 21, 2004, incorporated by reference to Exhibit 2.3
to the Companys Report on Form 8-K (file no. 001-11263) dated May 6, 2004. |
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3.1 | Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1
to the Companys Quarterly Report on Form 10-Q (file no. 001-11263) dated November 8, 2007. |
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3.2 | Amended and Restated Bylaws of the Company, effective March 25, 2009, incorporated by
reference to Exhibit 3.1 to the Companys Report on Form 8-K (file no. 001-11263) dated
March 31, 2010. |
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4.1 | Warrant Agreement, dated as of May 5, 2004, by and between the Company and American Stock
Transfer Trust Company, incorporated by reference to Exhibit 3 to the Companys Registration
Statement on Form 8-A (file no. 001-11263) dated May 6, 2004. |
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4.2 | Indenture dated as of March 18, 2005 by and between the Company, certain guarantees, and
SunTrust Bank relating to the 10 1/2% Senior Secured Notes due 2013, incorporated by
reference to Exhibit 10.1 to the Companys Report on Form 8-K (file no. 001-11263) dated
March 25, 2005. |
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4.3 | Indenture, dated as of March 18, 2005, by and between the Company and SunTrust Bank relating
to the Floating Rate Convertible Senior Subordinated Notes due 2013, incorporated by
reference to Exhibit 10.2 to the Companys Report on Form 8-K (file no. 001-11263) dated
March 25, 2005. |
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4.4 | Intercreditor Agreement, dated as of March 18, 2005, reflecting changes from First Amendment
to Intercreditor Agreement dated as of June 10, 2005 among the Company, certain of the
Company subsidiaries the administrative agent under the senior secured credit facility, the
trustee for the Companys two series of notes and the Pension Benefit Guaranty Corporation,
incorporated by reference to Exhibit 99.4 to the Companys Report on Form 8-K (file no.
001-11263) dated June 15, 2005. |
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4.5 | Security Agreement between the Company and the Pension Benefit Guaranty Corporation, dated
as of June 10, 2005, incorporated by reference to Exhibit 99.2 to the Companys Report on
Form 8-K (file no. 001-11263) dated June 15, 2005. |
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4.6 | Pledge Agreement between the Company, certain of the Companys subsidiaries, and the Pension
Benefit Guaranty Corporation, dated as of June 10, 2005, incorporated by reference to
Exhibit 99.3 to the Companys Report on Form 8-K (file no. 001-11263) dated June 15, 2005. |
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4.7 | Credit Agreement, dated as of May 15, 2007, among Exide Technologies, certain of the
Companys subsidiaries, Exide Global Holding Netherlands C.V., various financial
institutions named therein, and Deutsche Bank AG New York Branch as Administrative Agent,
incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K (file no.
001-11263) dated May 15, 2007. |
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4.8 | Registration Rights Agreement, dated September 18, 2006, between Exide Technologies, Tontine
Capital Partners, L.P., Tontine Partners, L.P., Tontine Overseas Associates, L.L.C., Tontine
Capital Overseas Master Fund, L.P., Arklow Capital, LLC and Legg Mason Investment Trust,
Inc., incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K (file
no. 001-11263) dated September 19, 2006. |
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4.9 | Rights Agreement, dated as of December 6, 2008, by end between the Company and American
Stock Transfer Trust Company, LLC, incorporated by reference to Exhibit 4.1 to the
Registration Statement in Form 8-A (file no. 001-11263) dated December 8, 2008. |
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4.10 | First Amendment to Credit Agreement, dated as of September 30, 2009, among the Company, each
Domestic Subsidiary, Exide Global Holding Netherlands C.V., a limited partnership organized
under the laws of The Netherlands, the Lenders party hereto and Deutsche Bank AG New York
Branch, as Administrative Agent, incorporated by reference to Exhibit 4.1 to the Companys
Quarterly Report on Form 10-Q (file no. 001-11263) dated November 5, 2009. |
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4.11 | Second Amendment to Credit Agreement, dated as of November 12, 2009, among the Company, each
Domestic Subsidiary, Exide Global Holding Netherlands C.V., a limited partnership organized
under the laws of The Netherlands, the Lenders party hereto and Deutsche Bank AG New York
Branch, as |
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Administrative Agent, incorporated by reference to Exhibit 4.1 to the Companys
Quarterly Report on Form 10-Q (file no. 001-11263) dated February 3, 2010. |
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10.30 | Form of Indemnity Agreement, dated February 27, 2006, incorporated by reference to Exhibit
10.1 to the Companys Report on Form 8-K (file no. 001-11263) dated March 2, 2006. |
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10.31 | Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.1 to
the Companys Report on Form 8-K (file no. 001-11263) dated March 27, 2007. |
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10.32 | Form of Exide Technologies Employee Restricted Stock Award Agreement, incorporated by
reference to Exhibit 10.1 to the Companys Report on Form 8-K (file no. 001-11263) dated
October 20, 2004. |
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10.33 | Form of Exide Technologies Employee Stock Option Award Agreement, incorporated by reference
to Exhibit 10.2 to the Companys Report on Form 8-K (file no. 001-11263) dated October 20,
2004. |
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10.34 | Form of Non-Employee Director Stock Option Agreement, incorporated by reference to Exhibit
10.4 to the Companys Report on Form 8-K (file no. 001-11263) dated October 20, 2004. |
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10.35 | Form of Non-Employee Director Stock Option Agreement, incorporated by reference to Exhibit
10.5 to the Companys Report on Form 8-K (file no. 001-11263) dated October 20, 2004. |
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10.36 | Standby Purchase Agreement between Exide Technologies and Tontine Capital Partners, L.P.,
and Legg Mason Investment Trust, Inc., dated August 28, 2007, incorporated by reference to
Exhibit 10.1 to the Companys Report on Form 8-K (file no. 001-11263) dated August 28, 2007. |
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10.37 | Exide Technologies 2004 Stock Incentive Plan, as amended and restated effective August 22,
2007, incorporated by reference to Exhibit 10.1 to the Companys Report on Form 10-Q (file
no. 001-11263) dated November 8, 2007. |
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10.38 | Amended and Restated Employment Agreement of Gordon A. Ulsh, dated January 31, 2008,
incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K (file no.
001-11263) dated February 6, 2008. |
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10.39 | Letter dated January 28, 2009, amending the Amended and Restated Employment Agreement of
Gordon A. Ulsh, incorporated by reference to Exhibit 10.1 to the Companys Report on Form
8-K (file no. 001-11263) dated February 2, 2009. |
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10.40 | Amendment to Stock Option Award Agreement between Exide Technologies and Gordon A. Ulsh,
dated February 18, 2008, incorporated by reference to Exhibit 10.1 to the Companys Report
on Form 8-K (file no. 001-11263) dated February 20, 2008. |
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10.41 | Amendment to
Stock Option Award Agreement between Exide Technologies and Edward J. OLeary, dated
February 18, 2008, incorporated by reference to Exhibit 10.3 to the Companys Report on Form
8-K (file no. 001-11263) dated February 20, 2008. |
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10.42 | Amendment to Stock Option Award Agreement between Exide Technologies and Mitchell S.
Bregman, dated February 18, 2008, incorporated by reference to Exhibit 10.4 to the Companys
Report on Form 8-K (file no. 001-11263) dated February 20, 2008. |
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10.43 | Amendment to Stock Option Award Agreement between Exide Technologies and Phillip A. Damaska,
dated February 18, 2008, incorporated by reference to Exhibit 10.5 to the Companys Report
on Form 8-K (file no. 001-11263) dated February 20, 2008. |
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10.44 | Performance Unit Award Agreement, dated as of May 15, 2008, by and between the Company and
Gordon A. Ulsh, incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report
on Form 10-Q (file no. 001-11263) dated August 6, 2008. # |
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10.45 | Consulting Services Agreement between Exide Technologies and Joel M. Campbell, dated January
28, 2009. |
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10.46 | Fiscal 2010 Short Term Incentive Plan adopted by the Compensation Committee of the Board of
Directors on March 25, 2009. |
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10.47 | Performance Unit Award Agreement, dated as of May 4, 2009 by and between the Company and
Gordon A. Ulsh , incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report
on Form 10-Q (file no. 001-11263) dated November 4, 2010.^ |
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10.48 | Performance Unit Award Agreement, dated as of May 4, 2009 by and between the Company and
Mitchell S. Bregman, incorporated by reference to Exhibit 10.2 to the Companys Quarterly
Report on Form 10-Q (file no. 001-11263) dated August 6, 2009.# |
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10.49 | Performance Unit Award Agreement, dated as of May 4, 2009 by and between the Company and
Phillip A. Damaska, incorporated by reference to Exhibit 10.3 to the Companys Quarterly
Report on Form 10-Q (file no. 001-11263) dated August 6, 2009.# |
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10.50 | Performance Unit Award Agreement, dated as of May 4, 2009 by and between the Company and
Barbara A. Hatcher, incorporated by reference to Exhibit 10.4 to the Companys Quarterly
Report on Form 10-Q (file no. 001-11263) dated August 6, 2009.# |
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10.51 | Performance Unit Award Agreement, dated as of May 4, 2009 by and between the Company and
Edward J. OLeary, incorporated by reference to Exhibit 10.5 to the Companys Quarterly
Report on |
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Form 10-Q (file no. 001-11263) dated August 6, 2009.# |
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10.52 | Exide Technologies 2009 Stock Incentive Plan, incorporated by reference to the Companys
Report on Form 8-K (file no. 001-11263) dated September 21, 2009 |
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10.53 | Letter dated August 27, 2009, amending the Amended and Restated Employment Agreement of
Gordon A. Ulsh, incorporated by reference to Exhibit 10.1 to the Companys Report on Form
8-K (file no. 001-11263) dated August 31, 2009. |
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10.54 | Letter dated November 3, 2009 amending the Amended and Restated Employment Agreement of
Gordon A. Ulsh, incorporated by reference to Exhibit 10.1 to the Companys Report on Form
8-K (file no. 001-11263) dated November 5, 2009. |
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+10.55 | Form of Performance Share Award Agreement. # |
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10.56 | Form of Restricted Stock Award Agreement incorporated by reference to the Companys Report
on Form 8-K (file no. 001-11263) dated March 31, 2010. |
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*10.57 | Supply Agreement between Daramic, LLC and Exide Technologies, dated January 17, 2010.# |
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+21 | Subsidiaries of the Company. |
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+23.1 | Consent of Independent Registered Public Accounting Firm. |
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*31.1 | Certification of James R. Bolch, President and Chief Executive Officer, pursuant to Section
302 of Sarbanes-Oxley Act of 2002. |
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*31.2 | Certification of Phillip A. Damaska, Executive Vice President and Chief Financial Officer,
pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
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+32.1 | Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
* | Filed herewith. | |
+ | Filed with the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2010. | |
| Management contract or compensatory plan or arrangement. | |
# | Pursuant to a request for confidential treatment, portions of this exhibit have been redacted from the publicly filed document and have been furnished separately to the Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934. | |
^ | This exhibit, incorporated herein by reference, erroneously includes a legend stating that confidential information has been redacted and separately filed with the Securities and Exchange Commission. No such material has been redacted from this exhibit. |
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EXIDE TECHNOLOGIES |
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By: | /s/ James R. Bolch | |||
Name: | James R. Bolch | |||
Title: | President and Chief Executive Officer | |||
By: | /s/ Phillip A. Damaska | |||
Name: | Phillip A. Damaska | |||
Title: | Executive Vice President and Chief Financial Officer | |||
By: | /s/ Louis E. Martinez | |||
Name: | Louis E. Martinez | |||
Title: | Vice President, Corporate Controller, and Chief Accounting Officer |
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