Schedule 13D

0000950157-06-001123.txt : 20061106 0000950157-06-001123.hdr.sgml : 20061106 20061106171636 ACCESSION NUMBER: 0000950157-06-001123 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER CONVERSION CORP CENTRAL INDEX KEY: 0000835910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 042722013 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40107 FILM NUMBER: 061191244 BUSINESS ADDRESS: STREET 1: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: 132 FAIRGROUNDS ROAD CITY: WEST KINGSTON STATE: RI ZIP: 02892 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHNEIDER ELECTRIC SA CENTRAL INDEX KEY: 0000923734 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 43-45, BOULEVARD FRANKLIN ROOSEVELT STREET 2: B. P. 236 CITY: RUEIL MALMAISON CEDEX STATE: I0 ZIP: 92504 BUSINESS PHONE: 33 (0) 1 41 29 70 00 MAIL ADDRESS: STREET 1: 43-45, BOULEVARD FRANKLIN ROOSEVELT STREET 2: B. P. 236 CITY: RUEIL MALMAISON CEDEX STATE: I0 ZIP: 92504 FORMER COMPANY: FORMER CONFORMED NAME: SCHNEIDER ELECTRIC /FI DATE OF NAME CHANGE: 19940524 SC 13D 1 sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

American Power Conversion Corporation
(Name of Issuer) Common Stock, par value $0.01 per share
(Title of Class of Securities) 029066-10-7
(CUSIP Number) Juan Pedro Salazar Senior Vice President and General Counsel Schneider Electric SA 43-45 bd Franklin Roosevelt 92500 Rueil-Malmaison France 33 (0) 1 41 29 7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
	October 28, 2006
	(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 Sections 240.13d-1(e), (f) or (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 Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting 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 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).

SCHEDULE 13D

CUSIP No. 029066-10-7

1	NAME OF REPORTING PERSON -I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Schneider Electric SA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 18,150,268¹
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,150,268¹
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.56¹
14		TYPE OF REPORTING PERSON CO

¹Pursuant to the Voting Agreement (as defined below), Schneider Electric (as defined below) may be deemed to have beneficial ownership of 18,150,268 shares of Common Stock (as defined below), constituting 9.56% of the 189,940,324 shares of Common Stock issued and outstanding as of October 26, 2006, as set forth in the Merger Agreement (as defined below). Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Schneider Electric that it is the beneficial owner of any of the Common Stock referred to herein for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (“Common Stock”), of American Power Conversion Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts (the “Issuer”). The principal executive offices of the Issuer are located at 132 Fairgrounds Road, West Kingston, Rhode Island 02892.

Item 2. Identity and Background.

This Statement is being filed by Schneider Electric SA, a corporation organized under the laws of France (“Schneider Electric”). The address of Schneider Electric’s principal business and office is 43-45 bd Franklin Roosevelt, 92500 Rueil-Malmaison, France.

During the last five years, neither Schneider Electric nor, to Schneider Electric's knowledge, any person named on Schedule A attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither Schneider Electric nor, to Schneider Electric's knowledge, any person named on Schedule A attached hereto was 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.

Set forth on Schedule A is the name, principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Schneider Electric as of the date hereof.

Item 3. Source and Amount of Funds or Other Consideration.

As described in response to Item 4, the Subject Shares (as defined below) to which this Statement relates have not been purchased by Schneider Electric, and thus no funds were used for such purpose. As an inducement for Schneider Electric to enter into the Merger Agreement described in Item 4 and in consideration thereof, the Shareholders (as defined below) entered into a Voting Agreement, dated as of October 28, 2006 (the “Voting Agreement”) with Schneider Electric with respect to the Subject Shares. Schneider Electric did not pay additional consideration to the Shareholders in connection with the execution and delivery of the Voting Agreement. For a description of the Voting Agreement, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.

Item 4. Purpose of Transaction.

As an inducement for Schneider Electric to enter into the Merger Agreement, the Shareholders entered into the Voting Agreement. The purpose of the Voting Agreement is to facilitate the consummation of the transactions contemplated by the Merger Agreement.

Merger Agreement

On October 28, 2006, Schneider Electric, Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Schneider Electric (“Merger Sub”), and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation (the “Surviving Corporation”) and as an indirect wholly owned subsidiary of Schneider Electric following the Merger.

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Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each outstanding share of Common Stock (other than shares, if any, owned by the Issuer, Schneider Electric or Merger Sub and shares of dissenting shareholders exercising their appraisal rights, if any, under the Massachusetts Business Corporation Act) will be converted into the right to receive $31.00 in cash (the “Consideration”) and, therefore, will, when converted, no longer be outstanding and shall automatically be cancelled and retired, and (ii) each outstanding share of common stock of Merger Sub will be converted into one fully paid and non-assessable share of common stock, with no par value per share, of the Surviving Corporation. In addition, at the Effective Time, each option, warrant and similar right entitling the holder thereof to purchase a share of Common Stock (other than restricted stock units and rights under the Issuer’s employee stock purchase plan) will automatically be terminated and the holder thereof will become entitled to receive, in full satisfaction of such option, warrant or similar right, an amount in cash equal to the product of the excess, if any, of the Consideration over the applicable exercise price of such option, warrant or similar right and the number of shares of Common Stock issuable upon exercise of such option, warrant or similar right. Furthermore, at the Effective Time, each outstanding restricted stock unit will be terminated and the holder thereof, in full satisfaction of such restricted stock unit, will receive an amount in cash equal to the Consideration payable with respect to the number of shares of Common Stock then underlying such restricted stock unit.

Pursuant to the Merger Agreement, from and after the Effective Time, the directors of Merger Sub, immediately prior to the Effective Time, will become the directors of the Surviving Corporation. From and after the Effective Time, the officers of the Surviving Corporation will be the officers of the Issuer immediately prior to the Effective Time. Furthermore, from and after the Effective Time, the articles of organization of the Issuer will be amended to be identical to the articles of organization of Merger Sub as in effect immediately prior to the Effective Time and, as so amended, will be the articles of organization of the Surviving Corporation until thereafter amended in accordance with applicable law.

In connection with the Merger, it is expected that the Common Stock will be delisted from the NASDAQ and will become eligible for termination of registration under the Act.

Voting Agreement

In connection with the execution of the Merger Agreement, on October 28, 2006, Schneider Electric entered into a Voting Agreement with Rodger B. Dowdell Jr. and Neil E. Rasmussen, (the "Shareholders"), pursuant to which the Shareholders agreed to vote (or cause to be voted) an aggregate number of shares equal to 9.56% of the shares of Common Stock outstanding on the date of the Voting Agreement (the “Subject Shares”) in favor of the Merger, the Merger Agreement or any other transaction contemplated by the Merger Agreement at any meeting of the shareholders of the Issuer called for such shareholder approval or other circumstance upon which such a vote, consent or other approval is sought (including by written consent). In addition, the Shareholders agreed that at any meeting of shareholders of the Issuer or at any adjournment thereof or in any other circumstances upon which such Shareholder’s vote, consent or other approval is sought, such Shareholder will vote (or cause to be voted) the Subject Shares of such Shareholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Issuer, (ii) certain acquisition proposals from third parties with respect to the Issuer or its subsidiaries (each, an “Acquisition Proposal”) and (iii) any amendment of the articles of organization or bylaws of the Issuer or other proposal or transaction involving the Issuer or any subsidiary of the Issuer, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of stock of the Issuer.

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The Shareholders also agreed, among other things, (i) subject to certain exceptions, not to sell, transfer, pledge, assign or otherwise dispose (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares, (iii) to grant to Schneider Electric and Schneider Electric Holdings, Inc. and their designees an irrevocable proxy to vote the Subject Shares in a manner consistent with the preceding paragraph.

The Voting Agreement terminates upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) August 31, 2007.

The foregoing descriptions of the Voting Agreement and the Merger Agreement are qualified in their entirety by reference to the full text of such agreements. The Voting Agreement is filed hereto as Exhibit 99-1 and the Merger Agreement is filed hereto as Exhibit 99-2, each of which is incorporated herein by reference.

Except as set forth in this Statement, the Voting Agreement or the Merger Agreement, neither Schneider Electric nor, to Schneider Electric's knowledge, any person named on Schedule A has any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) Pursuant to the Voting Agreement, Schneider Electric may be deemed to have beneficial ownership of 18,150,268 shares of Common Stock, constituting 9.56% of the 189,940,374 shares of Common Stock outstanding as of October 26, 2006, as set forth in the Merger Agreement. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Schneider Electric that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. To Schneider Electric's knowledge, no shares of Common Stock are beneficially owned by any of the persons listed on Schedule A.

(b) Pursuant to the Voting Agreement, Schneider Electric may be deemed to have shared power to vote 18,150,268 shares of Common Stock held by the Shareholders.

(c) Except for the Voting Agreement, the Merger Agreement, and the transactions contemplated by those agreements, neither Schneider Electric nor, to Schneider Electric's knowledge, any person named on Schedule A has effected any transaction in the Common Stock during the past 60 days.

(d) To Schneider Electric's knowledge, no person has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares, other than the Shareholders.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in Items 3, 4 and 5, which descriptions are incorporated herein by reference in response to this Item 6, to Schneider Electric's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s 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.

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Item 7. Materials to be Filed as Exhibits.

Exhibit No.	Exhibit Name

99-1	Voting Agreement, dated October 28, 2006, by and among Schneider Electric SA, Rodger B. Dowdell Jr. and Neil E. Rasmussen.*

99-2	Agreement and Plan of Merger, dated as of October 28, 2006, by and among Schneider Electric SA, Trianon Inc. and American Power Conversion Corporation (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 30, 2006).

* Filed herewith.

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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: November 6, 2006

SCHNEIDER ELECTRIC SA.

By: /s/ Juan Pedro Salazar____________

Name: Juan Pedro Salazar

Title: Senior Vice President and General Counsel

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Schedule A

Directors and Executive Officers of Schneider Electric SA

The following table sets forth the name and present principal occupation or employment of each director and executive officer of Schneider Electric SA. Unless otherwise indicated, the present principal employer for each director and executive officer is Schneider Electric SA, the business address of each person listed below is c/o Schneider Electric SA, 43-45 bd Franklin Roosevelt, 92500 Rueil-Malmaison, France and each director and executive officer is a citizen of France.

Board of Directors

Name	Present Principal Occupation or Employment
Henri Lachmann	Chairman of the Board of Supervisors
Dr. Willy R. Kissling	Corporate Director, Poststrasse 4, CH-8808 Pfaseffikon, Switzerland, Citizen of Switzerland
Chris C. Richardson	Corporate Director, 1791 Highway 86, Calera, Alabama 35040, Citizen of the U.S.A.
Piero Sierra	Board member for Pirelli's foreign affiliates, Viale Sarca, 222 20126 Milano Italy Citizen of Italy and U.S.A.
James H. Ross	Corporate Director, Flat 4, 55 Onslow Square, London SW7 3lr UK Citizen of the U.K.
Serge Weinberg	Chief Executive Officer of Weinberg Capital Partners, 40 Rue de la Bästie, 75008 Paris France
Claude Bébéar	Chairman of the Supervisory Board of AXA, 25 Avenue Matignon, 75008 Paris France
René Barbier de La Serre	Corporate Director, 26 Rue Barbet de Jouy 75007 Paris France
Alain Burq	Corporate Coordinator of Pension Funds and Benefits
Gérard de la Martinière	President of Fédération Francaise de Sociétés d’Assurances, 26 Boulevard Haussman, 75009 Paris France
Noel Forgeard	Corporate Director, 85 Av. Wagram, 75017 Paris France
Jérôme Gallot	President of Caisse de Dépôts et Consignations Entreprises Tour Montparnasse, 33 Avene de Maine BP 174, 75755 Pais Cedex 15
Catherine Kopp	Human Resources Senior Vice President for Groupe Accor, 33 Avenue de Maine, 75755 Paris Cedex 15

Executive Officers

Name	Present Principal Occupation or Employment
Jean-Pascal Tricoire	Chairman of the Management Board and Chief Executive Officer
Pierre Bouchut	Member of the Management Board and Chief Financial Officer
Eric Pilaud	Executive Vice President, Strategy, Customers and Technology, Services & Projects
Russell Stocker	Executive Vice President, Asia Pacific Operating Division, 13th Floor, East Wing, Warwick Home, Taikoo Place, 979 King’s Road, Quarry Bay, Hong-Kong, Citizen of Australia
Claude Graff	Executive Vice President, Secured Power, Chief Executive Officer of MGE UPS, 140 Avenue Jean Kuntzmann Inovallie, Montbrunot Saint Martin 38334 Saint Ismier, Cedex France.
Arne Frank	Executive Vice President, Building Automation, and Chief Executive Officer of TAC AB, Jägershillg 18 21375 Malmö, Sweden, Citizen of Sweden
Christian Wiest	Executive Vice President, Europe Operating Division
Eric Rondolat	Executive Vice President, Power Business Unit, Citizen of France and Italy.
Dave Petratis	President and Chief Executive Officer, North American Operating Division, 1415 S. Roselle Road, Palatine, Illinois 60067, Citizen of the U.S.A.
Julio Rodriguez	Executive Vice President, International and Iberian Operating Division, Bac de Roda, 52-0819 Barcelona, Spain, Citizen of Spain
Jean-François Pilliard	Executive Vice President, Human Resources and Communication
Michel Crochon	Executive Vice President, Automation Business Unit
Harold E. Grant	Executive Vice President, Globalization and Industry

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EX-99.1 2 ex99-1.htm VOTING AGREEMENT Voting Agreement

Exhibit 99-1

EXECUTION COPY

VOTING AGREEMENT dated as of October 28, 2006, among Schneider Electric SA, a company organized under the laws of France (“Parent”), and the individuals and other parties listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).

WHEREAS Parent, Trianon Inc., a Massachusetts corporation, and American Power Conversion Corporation, a Massachusetts corporation (the “Company”), propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement);

WHEREAS each Shareholder owns the number of shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule A hereto (such shares of Company Common Stock, together with any other shares of capital stock of the Company acquired by such Shareholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares” of such Shareholder); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has requested that each Shareholder enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Representations and Warranties of Each Shareholder. Each Shareholder hereby, severally and not jointly, represents and warrants to Parent as of the date hereof in respect of such Shareholder as follows:

(a) Authority; Execution and Delivery; Enforceability. Such Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder. Such Shareholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms. The execution and delivery by such Shareholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any Contract to which such Shareholder is a party or by which any properties or assets of such Shareholder are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to such Shareholder or the properties or assets of such Shareholder. No Consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to such Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If such Shareholder is married and the Subject Shares of such Shareholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Shareholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which such Shareholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

(b) The Subject Shares. Such Shareholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Shareholder’s name on Schedule A attached hereto, free and clear of any Liens. Such Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Shareholder’s name on Schedule A attached hereto. Such Shareholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

SECTION 2. Representations and Warranties of Parent. Parent hereby represents and warrants to each Shareholder as follows: Parent has all requisite corporate power and authority to execute and delivery this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent. Parent has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The execution and delivery by Parent of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent under, any provision of any Contract to which Parent is a party or by which any properties or assets of Parent are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to Parent or the properties or assets of Parent. No Consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

SECTION 3. Covenants of Each Shareholder. Each Shareholder, severally and not jointly, covenants and agrees as follows:

(a) (1) At any meeting of the shareholders of the Company called to seek the Company Shareholders’ Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, such Shareholder shall vote (or cause to be voted) the Subject Shares of such Shareholder in favor of granting the Company Shareholders’ Approval.

(2) Such Shareholder hereby irrevocably grants to, and appoints, Parent and Schneider Electric Holdings Inc., or any of them, and any individual designated in writing by any of them, and each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote the Subject Shares of such Shareholder, or grant a consent or approval in respect of the Subject Shares of such Shareholder in a manner consistent with this Section 3. Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 7.22 of Chapter 156D of the MBCA. The proxy and power of attorney granted by each Shareholder is a durable power of attorney and shall survive the bankruptcy, death or incapacity of such Shareholder. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b).

(b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which such Shareholder’s vote, consent or other approval is sought, such Shareholder shall vote (or cause to be voted) the Subject Shares of such Shareholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the articles of organization or bylaws of the Company or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Capital Stock. Such Shareholder shall not commit or agree to take any action inconsistent with the foregoing.

(c) Other than this Agreement, such Shareholder shall not (A) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (B) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions, other than any such Transfer intended solely for the purpose of planning for the orderly handling, disposition and administration of such Shareholder’s estate; provided, however, that any such transferee agrees to be bound by the terms of this Agreement.

(d) Such Shareholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, such Shareholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Such Shareholder promptly shall advise Parent orally and in writing of any Acquisition Proposal or inquiry made to such Shareholder with respect to or that could lead to any Acquisition Proposal, the identity of the person making any such Acquisition Proposal or inquiry and the material terms of any such Acquisition Proposal or inquiry.

(e) Such Shareholder shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. Such Shareholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior consent of Parent, except as may be required by applicable law.

(f) Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Such Shareholder hereby waives, and agrees not to exercise or assert, any appraisal rights under the MBCA in connection with the Merger.

SECTION 4. Termination. This Agreement, shall terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the Termination Date, other than with respect to the liability of any party for breach hereof prior to such termination.

SECTION 5. Additional Matters. (a) Each Shareholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

(b) None of the Shareholders makes any agreement or understanding herein in his or her capacity as a director or officer of the Company. Each Shareholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder’s Subject Shares and nothing herein shall limit or affect any actions taken by any Shareholder in his capacity as an officer or director of the Company to the extent specifically permitted by the Merger Agreement.

SECTION 6. General Provisions.

(a) Amendments. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

(b) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Parent in accordance with Section 9.4 of the Merger Agreement and to the Shareholders at their respective addresses set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

(c) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(d) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

(e) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement shall become effective against Parent when one or more counterparts have been signed by Parent and delivered to each Shareholder. This Agreement shall become effective against any Shareholder when one or more counterparts have been executed by such Shareholder and delivered to Parent. Each party need not sign the same counterpart.

(f) Entire Agreement; No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(g) Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to principles of conflicts of laws except to the extent the laws of the Commonwealth of Massachusetts mandatorily apply to Section 3(a)(2) of this Agreement or to the Merger.

(h) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by Parent without the prior written consent of each Shareholder or by any Shareholder without the prior written consent of Parent, and any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(i) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally consents and agrees to submit to the exclusive jurisdiction of the New York Courts for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Courts and agrees not to plead or claim in any New York Court that such litigation brought therein has been brought in an inconvenient forum; provided, however, that nothing in this Section 6(i) is intended to waive the right of any party to remove any such action or proceeding commenced in any such state court to an appropriate federal court that is a New York Court to the extent the basis for such removal exists under applicable Law.

(j) Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 6(j).

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IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of the date first written above.

SCHNEIDER ELECTRIC SA,
by
	/s/ Juan Pedro Salazar
	Name: Juan Pedro Salazar
	Title: Senior Vice President and General Counsel

ROGER B. DOWDELL JR.,

/s/ Roger B. Dowdell Jr.

NEIL E. RASMUSSEN,

/s/ Neil E. Rasmussen

[SIGNATURE PAGE TO VOTING AGREEMENT]

SCHEDULE A

Name and Address of Shareholder	Number of Shares of Company Common Stock Owned
Roger B. Dowdell, Jr.	11,909,024

Neil E. Rasmussen	6,241,244