Attached files
file | filename |
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EX-31.1 - EX-31.1 - EXIDE TECHNOLOGIES | g25716exv31w1.htm |
EX-31.2 - EX-31.2 - EXIDE TECHNOLOGIES | g25716exv31w2.htm |
EX-10.57 - EX-10.57 - EXIDE TECHNOLOGIES | g25716exv10w57.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM 10-K/A
FORM 10-K/A
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2010
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-11263
EXIDE TECHNOLOGIES
(Exact Name of Registrant as Specified in Its Charter)
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) |
(678) 566-9000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value | Warrants to subscribe for Common Stock |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. Yes o No þ
Indicate by a check mark whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(check one):
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of common stock held by non-affiliates of the Registrant as of September
30, 2009 was $404,505,092.
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date: As of May 27, 2010, 75,596,285 shares of common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrants Annual Meeting of Stockholders to
be held on September 15, 2010 is incorporated by reference in Part III to the extent described
therein.
TABLE OF CONTENTS
INDEX TO EXHIBITS | ||||||||
SIGNATURES | ||||||||
EX-10.57 | ||||||||
EX-31.1 | ||||||||
EX-31.2 |
Table of Contents
EXPLANATORY NOTE
Exide Technologies (the Company) is filing this Amendment No. 1 to the Companys Annual
Report on Form 10-K for the fiscal year ended March 31, 2010, as originally filed on June 2, 2010,
with the Securities and Exchange Commission (Form 10-K) solely for the purposes
of (a) refiling Exhibit 10.57 to the Form 10-K in connection with requests for confidential
treatment related to such exhibit, (b) adding incorporation by reference language into the Index to Exhibits for Exhibits 10.47, 10.48, 10.49, 10.50, and 10.51 and (c) noting, in a footnote to the Index to Exhibits to
this Amendment No. 1, a typographical error contained in Exhibit 10.3 to the Companys Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2010, which is incorporated by reference hereto.
Except as described above, no changes have been made to the Form 10-K, and this Amendment No.
1 does not amend, update or change the financial statements or any other items or disclosures in
the Form 10-K.
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Table of Contents
INDEX TO EXHIBITS
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. |
|||
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. |
|||
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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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: January 7, 2011
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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