-----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, Rofuk/6BljWLz/SE4uPREeJ9lhzP9uGn3dQ6dDuV/gQj9GTW7nez0mT71nzoYRuv jbz9LTw8WbHTR7PbZR6wPA== 0001362310-08-001005.txt : 20080215 0001362310-08-001005.hdr.sgml : 20080215 20080215142859 ACCESSION NUMBER: 0001362310-08-001005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 GROUP MEMBERS: BRYANT REGAN GROUP MEMBERS: LAFITTE CAPITAL MANAGEMENT LP GROUP MEMBERS: LAFITTE FUND I MASTER FUND L.P. 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: 08622200 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: Lafitte Capital, LLC CENTRAL INDEX KEY: 0001405556 IRS NUMBER: 205685104 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 375 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512.478.1271 MAIL ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 375 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G 1 c72489sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

C&D Technologies Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
124-661109
(CUSIP Number)
January 31, 2008
(Date of Event Which Requires Filing of this Statement)

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

     o Rule 13d-1(b)

     þ 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.
 
124-661109 
 

 

           
1   NAMES OF REPORTING PERSONS
Lafitte Capital Management LP
     
     
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
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,820,600
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,820,600
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,820,600
     
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)
   
  7.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

2


 

                     
CUSIP No.
 
124-661109 
 

 

           
1   NAMES OF REPORTING PERSONS
Lafitte Capital, LLC
     
     
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
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,820,600
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,820,600
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,820,600
     
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)
   
  7.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

3


 

                     
CUSIP No.
 
124-661109 
 

 

           
1   NAMES OF REPORTING PERSONS
Lafitte Fund I Master Fund L.P.
     
     
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
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,820,600
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,820,600
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,820,600
     
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)
   
  7.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

4


 

                     
CUSIP No.
 
124-661109 
 

 

           
1   NAMES OF REPORTING PERSONS
Bryant Regan
     
     
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
   
  USA
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,820,600
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,820,600
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,820,600
     
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)
   
  7.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

5


 

SCHEDULE 13G
This statement is being filed by Lafitte Capital Management LP, a Texas limited partnership (“Lafitte”), Lafitte Capital, LLC, a Texas limited liability company (“Lafitte Capital”), Lafitte Fund I Master Fund L.P., a Cayman Islands exempted limited partnership (“Master Fund”). The sole member of Lafitte Capital is Bryant Regan (together with Lafitte, Lafitte Capital and Master Fund, the “Reporting Persons”).
Item 1(a)  
Name of Issuer.
C&D Technologies Inc.
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
1400 Union Meeting Road
PO Box 3053
Blue Bell, Pennsylvania 19422
Item 2(a)  
Name of Person Filing.
(1) Lafitte
(2) Lafitte Capital
(3) Master Fund
(4) Bryant Regan
Item 2(b)  
Address of Principal Business Office.
For all filers:
701 Brazos, Suite 375
Austin, Texas 78701
Item 2(c)  
Citizenship.
(1) Lafitte Texas
(2) Lafitte Capital Texas
(3) Master Fund Cayman Islands
(4) Bryant Regan USA
Lafitte is the investment manager for the Master Fund and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by the Master Fund. Lafitte Capital is the general partner of Lafitte, and its sole member is Bryant Regan.

 

6


 

Item 2(d)  
Title of Class of Securities.
Common Stock, par value $0.01 (the “Common Stock”)
Item 2(e)  
CUSIP Number.
124-661109
Item 3  
Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4  
Ownership.
  (a)  
Lafitte, Lafitte Capital, Master Fund, and Bryant Regan are the beneficial owners of 1,820,600 shares of Common Stock. Lafitte may be deemed to beneficially own the shares of Common Stock held by the Master Fund as a result of being the investment manager of the Master Fund. Lafitte Capital may be deemed to beneficially own the shares of Common Stock held by Lafitte as a result of being the general partner of Lafitte. Bryant Regan may be deemed to beneficially own the shares of Common Stock held by Lafitte Capital as a result of being the sole member of Lafitte Capital.
 
  (b)  
The Reporting Persons beneficially own 1,820,600 shares of Common Stock which represent 7.1% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by 25,666,477, the number of shares of Common Stock issued and outstanding as of October 31, 2007, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 6, 2007.
 
  (c)  
The Reporting Persons may direct the vote and disposition of 1,820,600 shares of Common Stock.
Item 5  
Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.

 

7


 

Item 8  
Identification and Classification of Members of the Group.
Inapplicable.
Item 9  
Notice of Dissolution of Group.
Inapplicable.
Item 10  
Certification.
By signing below I certify that, to the best of my 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 that purpose or effect.

 

8


 

Exhibits  
Exhibit 1
Joint Filing Agreement between Lafitte Capital, LLC, Lafitte Capital Management LP, Lafitte Fund I Master Fund and Bryant Regan.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 15, 2008
         
  LAFITTE CAPITAL, LLC
 
 
  By:   /s/ Bryant Regan    
    Name:   Bryant Regan   
    Title:   Manager   
 
  LAFITTE CAPITAL MANAGEMENT LP

By: Lafitte Capital, LLC, its general partner
 
 
  By:   /s/ Bryant Regan    
    Name:   Bryant Regan   
    Title:   Manager   
 
  LAFITTE FUND I MASTER FUND

By: Lafitte Capital Management LP

By: Lafitte Capital, LLC, its general partner
 
 
  By:   /s/ Bryant Regan    
    Name:   Bryant Regan   
    Title:   Manager   
 
     
  /s/ Bryant Regan    
  Name:   Bryant Regan   
     
 

 

 

EX-1 2 c72489exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance
 

EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock of C&D Technologies Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 15, 2008.
         
  LAFITTE CAPITAL, LLC
 
 
  By:   /s/ Bryant Regan    
    Name:   Bryant Regan   
    Title:   Manager   
 
  LAFITTE CAPITAL MANAGEMENT LP

By: Lafitte Capital, LLC, its general partner
 
 
  By:   /s/ Bryant Regan    
    Name:   Bryant Regan   
    Title:   Manager   
 
  LAFITTE FUND I MASTER FUND

By: Lafitte Capital Management LP

By: Lafitte Capital, LLC, its general partner
 
 
  By:   /s/ Bryant Regan    
    Name:   Bryant Regan   
    Title:   Manager   
 
     
  /s/ Bryant Regan    
  Name:   Bryant Regan   
     
 

 

 

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