-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vohlr7x273pua4yKt6tFNb9bIlAoRNJpRMeLEfRX6RLSOvIfafMdivXhlTFmQ8OQ wLTVgswvcB4HXhuOVs1juw== 0001144204-07-009850.txt : 20070223 0001144204-07-009850.hdr.sgml : 20070223 20070223170844 ACCESSION NUMBER: 0001144204-07-009850 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: C&D TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808064 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133314599 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38840 FILM NUMBER: 07646595 BUSINESS ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2156192700 MAIL ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. SHAW & CO, L.P. CENTRAL INDEX KEY: 0001009268 IRS NUMBER: 133695715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SHAW D E & CO L P /NY/ DATE OF NAME CHANGE: 19990421 SC 13G 1 v066781.htm
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 
 
C&D Technologies, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
124661109
(CUSIP Number)
 
February 13, 2007
(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
Rule 13d-1(d)
 


*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 in 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).

 
CUSIP No. 124661109
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
o
   
(b)
o
       
 
3.
SEC Use Only
     
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
5.
Sole Voting Power
-0-
Beneficially
Ownedby
6.
Shared Voting Power
1,937,150 (1)
Each
Reporting
7.
Sole Dispositive Power
-0-
Person
With
8.
Shared Dispositive Power
1,937,150 (1)
 
  
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,937,150 (1)
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
     
 
11.
Percent of Class Represented by Amount in Row (9)
7.3% (2)
     
 
12.
Type of Reporting Person (See Instructions)
IA, PN

1 Includes a senior note convertible into 1,033,592 shares.

2  Based on 25,647,442 shares of outstanding common stock and including the 1,033,592 shares from the potential conversion of the senior note for a total of 26,681,034 shares outstanding.

 
CUSIP No. 124661109
  
   
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David E. Shaw
  
       
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
o
  
   
(b)
o
  
         
 
3.
SEC Use Only
 
       
 
4.
Citizenship or Place of Organization
United States
  
       
Number of
Shares
5.
Sole Voting Power
-0-
  
Beneficially
Owned by
6.
Shared Voting Power
1,937,150 (1)
  
Each
Reporting
7.
Sole Dispositive Power
-0-
  
 Person
With
8.
Shared Dispositive Power
1,937,150 (1)
  
           
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,937,150 (1)
  
       
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
  
       
 
11.
Percent of Class Represented by Amount in Row (9)
7.3% (2)
  
       
 
12.
Type of Reporting Person (See Instructions)
IN
  

1 Includes a senior note convertible into 1,033,592 shares.

2  Based on 25,647,442 shares of outstanding common stock and including the 1,033,592 shares from the potential conversion of the senior note for a total of 26,681,034 shares outstanding.

 
Item 1.
(a)     Name of Issuer:
C&D Technologies, Inc.
 
(b)       Address of Issuer's Principal Executive Offices: 
    1400 Union Meeting Road
    Blue Bell, PA 19422
 
Item 2.  
(a)       Name of Person Filing: 
    D. E. Shaw & Co., L.P.
    David E. Shaw
 
(b)       Address of Principal Business Office or, if none, Residence: 
    The business address for each reporting person is:
    120 W. 45th Street, Tower 45, 39th Floor
    New York, NY 10036
 
(c)       Citizenship: 
    D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
    David E. Shaw is a citizen of the United States of America.
 
(d)       Title of Class of Securities: 
    Common Stock, $0.01 par value
 
(e)       CUSIP Number: 
    124661109
 
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable
 
Item 4.  Ownership
 
As of February 20, 2007:

(a) Amount beneficially owned:

D. E. Shaw & Co., L.P.:
1,937,150 shares
This is composed of (i) 903,558 shares in the name of
D. E. Shaw Laminar Portfolios, L.L.C. and (ii) 1,033,592 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the
conversion of a $5,000,000 CHP 5.50% convertible senior note due November 15, 2026.
   
David E. Shaw:
1,937,150 shares
This is composed of (i) 903,558 shares in the name of
D. E. Shaw Laminar Portfolios, L.L.C. and (ii) 1,033,592 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the
conversion of a $5,000,000 CHP 5.50% convertible senior note due November 15, 2026.

(b) Percent of class:
D. E. Shaw & Co., L.P.:
7.3%
David E. Shaw:
7.3%

(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
  
D. E. Shaw & Co., L.P.:
-0- shares
David E. Shaw:
-0- shares
 
 
 
 
 
(ii) Shared power to vote or to direct the vote:
  
D. E. Shaw & Co., L.P.:
1,937,150 shares
David E. Shaw:
1,937,150 shares 
   
(iii) Sole power to dispose or to direct the disposition of:
  
D. E. Shaw & Co., L.P.:
-0- shares
David E. Shaw:
-0- shares
   
(iv) Shared power to dispose or to direct the disposition of:
 
D. E. Shaw & Co., L.P.:
1,937,150 shares
David E. Shaw:
1,937,150 shares
 
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and the investment adviser of D. E. Shaw Laminar Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of
D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Laminar Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,937,150 shares as described above constituting 7.3% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 1,937,150 shares.

Item 5.  Ownership of Five Percent or Less of a Class  
Not Applicable
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person 
Not Applicable
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person  
Not Applicable
 
Item 8.  Identification and Classification of Members of the Group 
Not Applicable
 
Item 9.  Notice of Dissolution of Group  
Not Applicable
 
Item 10.  Certification 
By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. 
 

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Julius Gaudio, is attached hereto.

Dated: February 23, 2007
     
  D. E. Shaw & Co., L.P.
 
 		  
 		  
 
  By:   /s/ Julius Gaudio
 
Julius Gaudio
  Managing Director
   
     
  David E. Shaw
 
 		  
 		  
 
  By:   /s/ Julius Gaudio
 
Julius Gaudio
  Attorney-in-Fact for David E. Shaw
 

Exhibit 1

POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934


I, David E. Shaw, hereby make, constitute and appoint each of:

 
Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/ David E. Shaw
New York, New York


Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of C&D Technologies, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 23rd day of February, 2007.

     
  D. E. Shaw & Co., L.P.
 
 		  
 		  
 
  By:   /s/ Julius Gaudio
 
Julius Gaudio
  Managing Director
     
     
     
  David E. Shaw
 
 		  
 		  
 
  By:   /s/ Julius Gaudio
 
Julius Gaudio
 
Attorney-in-Fact for David E. Shaw

 
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