X0202 4 2007-02-21 0 0000808064 C&D TECHNOLOGIES INC CHP 0001358623 SCSF Equities, LLC 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001344696 Sun Capital Securities Offshore Fund Ltd 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001288467 SUN CAPITAL SECURITIES FUND L P 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001358621 Sun Capital Securities Advisors, LP 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001358622 Sun Capital Securities, LLC 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001193052 LEDER MARC J 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001193057 KROUSE RODGER R 5200 TOWN CENTER CIRCLE, SUITE 470 BOCA RATON FL 33486 0 0 1 0 Common Stock, par value $0.01 per share 2007-02-21 4 J 0 1507 0 A 1507 I See footnotes Common Stock, par value $0.01 per share 3123834 D Common Stock, par value $0.01 per share 3123834 I See footnotes Stock Option (Right to Buy) 5.53 2007-02-21 4 J 0 1334 5.53 A 2007-02-01 2017-02-01 Common Stock 1334 1334 I See footnotes The shares of common stock were granted to Michael H. Kalb ("Kalb"), a Vice President of SCSF Equities, LLC, a Delaware limited liability company ("SCSF Equities"), in his capacity as a director of the Issuer. Pursuant to an agreement between Kalb and SCSF Equities dated February 21, 2007 (the "Agreement"), Kalb holds such shares of common stock for the sole benefit of SCSF Equities and, upon the sale of such shares of common stock (at Kalb's sole discretion), all net after-tax cash proceeds received by Kalb therefrom (if any) promptly shall be remitted by Kalb to SCSF Equities. SCSF Equities may, therefore, be deemed the indirect beneficial owner of all such shares of common stock. Such securities may also be deemed to be indirectly beneficially owned by Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation ("Sun Offshore Fund"), Sun Capital Securities Fund, LP, a Delaware limited partnership ("Sun Securities Fund"), Sun Capital Securities Advisors, LP, a Delaware limited partnership ("Sun Advisors"), Sun Capital Securities, LLC, a Delaware limited liability company ("Sun Capital Securities"), Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse"). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund. Sun Offshore Fund owns a majority of the membership interests in SCSF Equities. Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of their being the only directors of the Sun Offshore Fund. Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse expressly disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that any of Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder or Krouse is, for Section 16 purposes or otherwise, the beneficial owner of such securities. The options were granted to Kalb, a Vice President of SCSF Equities, in his capacity as a director of the Issuer. Pursuant to the Agreement, Kalb holds all such stock options for the sole benefit of SCSF Equities and, upon the sale of the shares of common stock issued upon exercise of such reported options (at Kalb's sole discretion), all net after-tax cash proceeds received by Kalb therefrom (if any) promptly shall be remitted by Kalb to SCSF Equities. SCSF Equities may, therefore, be deemed the indirect beneficial owner of all such reported options. SCSF Equities is the direct beneficial owner of such shares of common stock. SCSF EQUITIES, LLC, By: /s/ Marc J. Leder, its Co-CEO 2007-02-21 SUN CAPITAL SECURITIES OFFSHORE FUND, LTD., By: /s/ Marc J. Leder, its Director 2007-02-21 SUN CAPITAL SECURITIES FUND, LP, By: Sun Capital Securities Advisors, LP, Its: General Partner, By: Sun Capital Securities, LLC, Its: General Partner, By: /s/ Marc J. Leder, its Co-CEO 2007-02-21 SUN CAPITAL SECURITIES ADVISORS, LP, By: Sun Capital Securities, LLC, Its: General Partner, By: /s/ Marc J. Leder, its Co-CEO 2007-02-21 SUN CAPITAL SECURITIES, LLC, By: /s/ Marc J. Leder, its Co-CEO 2007-02-21 /s/ Marc J. Leder 2007-02-21 /s/ Rodger R. Krouse 2007-02-21