UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
(CUSIP Number)
Lisa Conrad
Angelo, Gordon & Co., LP
245 Park Avenue, 26
th
Floor
New York, New York 10167
(212) 692-8220
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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
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NAMES OF REPORTING PERSONS
ANGELO, GORDON & CO., L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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7
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SOLE VOTING POWER
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NUMBER OF
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3,359,172
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,359,172
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,359,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.26%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA; PN
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Page 2 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
JOHN M. ANGELO
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,359,172
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,359,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,359,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.26%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN; HC
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Page 3 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
MICHAEL L. GORDON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,359,172
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,359,172
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,359,172
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.26%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN; HC
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Page 4 of 17 Pages
Item 1 Security and Issuer.
This Statement on Schedule 13D relates to shares of common stock, par value $0.01 per share
(the
Shares
) of C&D Technologies, Inc., a Delaware corporation (the
Issuer
),
issuable upon conversion of 5.5% convertible senior notes due 2026 (the
Notes
). The
address of the principal executive office of the Issuer is 1400 Union Meeting Road, Blue Bell,
Pennsylvania 19422.
Item 2 Identity and Background.
This statement is filed on behalf of each of the following persons (collectively, the
Reporting Persons
): Angelo, Gordon & Co., L.P., a Delaware limited partnership
(
Angelo, Gordon
); John M. Angelo, a United States citizen (
Mr. Angelo
); and
Michael L. Gordon, a United States citizen (
Mr. Gordon
).
This statement relates to Shares held for the account of certain private investment funds for
which Angelo, Gordon acts as investment adviser (the
AG Funds
). Mr. Angelo is a managing
member of JAMG LLC, which is the general partner of AG Partners, L.P., which is the sole general
partner of Angelo, Gordon. Mr. Angelo serves as the chief executive officer of Angelo, Gordon.
Mr. Gordon is the other managing member of JAMG LLC and is the chief operating officer of Angelo,
Gordon. The principal business address of each of the Reporting Persons is 245 Park Avenue, New
York, New York 10167.
During the last five years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating 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 Notes were acquired by the AG Funds. The source of funds for the purchase of the Notes
was the working capital of the AG Funds. The total purchase price for all Notes held by the AG
Funds was $47,347,405.
Item 4. Purpose of Transaction.
On September 14, 2010, the Issuer entered into a Restructuring Support Agreement (the
Restructuring Support Agreement
) with certain funds and/or accounts managed or advised by
Angelo, Gordon and certain funds and/or accounts managed or advised by Bruce & Co (
Bruce
Entities
). The Restructuring Support Agreement provides for the parties thereto to support
the Issuers capital restructuring plan pursuant to which the Issuer seeks to consummate a
registered exchange offer of its 5.25% convertible senior notes due 2025 and the Notes
(collectively, the
Convertible Senior Notes
) for up to 95% of the Issuers common shares
on a post-restructuring basis. To the extent the registered exchange offer is not consummated, the
Restructuring Support Agreement provides for the parties thereto to support the Issuers
prepackaged plan of reorganization. Once a restructuring of the Issuer occurs either by the
registered exchange offer or prepackaged bankruptcy of the Issuer under Chapter 11 of Title
11 of the United States Code, the Restructuring Support Agreement provides that the holders of
the Convertible Senior Notes will be entitled to select five of the seven directors of the
reorganized Issuer. The description of the terms and conditions of the Restructuring Support
Agreement set forth herein does not purport to be complete and is qualified in its entirety by
reference to the full text of the Restructuring Support Agreement included as
Exhibit A
hereto.
Page 5 of 17 Pages
Other than as described in this Item 4, the Reporting Persons do not have any present plan or
proposal that would relate to or result in any of the matters set forth in subparagraphs (a) (j)
of Item 4 of Schedule 13D.
Item 5 Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons beneficially own 3,359,172 Shares, which are
issuable upon the conversion of the Notes. According to the Issuers most recent Form 10-Q filed
on September 14, 2010, the number of Shares outstanding as of July 31, 2010, was 26,462,957.
Assuming full conversion of the Notes beneficially owned by the Reporting Persons, each of the
Reporting Persons may be deemed to be the beneficial owner of approximately 11.26% of the total
number of Shares outstanding.
(b)(i) Angelo, Gordon may be deemed to have sole power to direct the voting and disposition of
the 3,359,172 Shares, which are issuable upon the conversion of the Notes.
(ii) Mr. Angelo may be deemed to have shared power to direct the voting and disposition of the
3,359,172 Shares, which are issuable upon the conversion of the Notes.
(iii) Mr. Gordon may be deemed to have shared power to direct the voting and disposition of
the 3,359,172 Shares, which are issuable upon the conversion of the Notes.
(c) Information concerning transactions in the Shares, or securities convertible into,
exercisable for, or exchangeable for the Shares, effected by the Reporting Persons during the past
sixty days is set forth in
Exhibit E
hereto and is incorporated by reference herein.
(d) The limited partners of (or investors in) each of the AG Funds participating in the
investments described herein have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance
with their respective limited partnership interests (or investment percentages) in their respective
funds.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The disclosure in Item 4 is incorporated herein by reference. Upon entering into the
Restructuring Support Agreement, the Reporting Persons and the Bruce Entities may be deemed to be a
group pursuant to Section 13(d)(3) of the Exchange Act. The Reporting Persons do not expressly
affirm membership in a group with the Bruce Entities, and disclaim beneficial ownership of any
Shares or Notes held by the Bruce Entities. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission that the Reporting Persons or any of their
respective affiliates are the beneficial owners of any Shares or Notes beneficially owned by any of
the Bruce Entities for purposes of Section 13(d) of the Exchange Act, the rules promulgated
thereunder or for any other purpose.
Except as set forth herein, to the best knowledge of the Reporting Persons there are no
contracts, arrangements, understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2 and any other person with respect to any securities of the Issuer, including
but not limited to, transfer or voting of any of the Shares or Notes, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Page 6 of 17 Pages
Item 7. Material to Be Filed as Exhibits.
Exhibit A Restructuring Support Agreement, dated as of September 14, 2010, by and among the
Issuer, certain funds and/or accounts managed or advised by Angelo, Gordon, and certain funds
and/or accounts managed or advised by Bruce & Co., incorporated by reference to Exhibit 10.1 of the
Issuers Form 10-Q filed with the Securities and Exchange Commission on September 14, 2010.
Exhibit B Joint Filing Agreement, dated as of September 24, 2010, by and among Angelo,
Gordon & Co., L.P., John M. Angelo and Michael L. Gordon.
Exhibit C Power of Attorney granted by John M. Angelo in favor of Kirk Wickman and Joseph
Wekselblatt, dated May 12, 2010
Exhibit D Power of Attorney granted by Michael L. Gordon in favor of Kirk Wickman and
Joseph Wekselblatt, dated May 12, 2010.
Exhibit E Transactions in the Shares of C&D Technologies, Inc. in the Past 60 Days.
Page 7 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
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Date: September 24, 2010
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ANGELO, GORDON & CO., L.P.
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By:
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AG Partners, L.P.
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Its General Partner
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By:
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JAMG LLC
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Its General Partner
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By:
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/s/ Kirk Wickman
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Name:
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Kirk Wickman
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Title:
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Attorney-in-Fact
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Date: September 24, 2010
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JOHN M. ANGELO
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/s/ Kirk Wickman
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Name:
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Kirk Wickman
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Title:
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Attorney-in-Fact
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Date: September 24, 2010
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MICHAEL L. GORDON
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/s/ Kirk Wickman
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Name:
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Kirk Wickman
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Title:
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Attorney-in-Fact
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Page 8 of 17 Pages
EXHIBIT INDEX
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Page No.
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B.
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Joint Filing Agreement, dated as of September 24, 2010, by and among Angelo,
Gordon & Co., L.P., John M. Angelo and Michael L. Gordon
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10
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C.
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Power of Attorney granted by John M. Angelo in favor of Kirk Wickman and Joseph
Wekselblatt, dated May 12, 2010
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11
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D.
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Power of Attorney granted by Michael L. Gordon in favor of Kirk Wickman and
Joseph Wekselblatt, dated May 12, 2010
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14
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E.
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Transactions in the Shares of C&D Technologies, Inc. in the Past 60 Days
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. 17
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Page 9 of 17 Pages