Exide Technologies 8-K 2006
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Item 1.01 Entry into a Material Definitive Agreement.
As previously described in a Report on Form 8-K filed on June 29, 2006, the Company entered into a Standby Purchase Agreement dated June 28, 2006, as amended, with Tontine Capital Partners, L.P. ("Tontine"), Legg Mason Investment Trust, Inc. ("Legg Mason") and Arklow Capital, LLC ("Arklow"). The Standby Purchase Agreement sets forth the terms and conditions of a $50 million private placement of newly issued Company common stock and a standby purchase commitment for newly issued shares not purchased by shareholders in the Company's $75 million rights offering. A condition required in order to finalize the transactions contemplated in the Standby Purchase Agreement was the Company having appointed as directors two individuals nominated by Tontine, subject to such nominees being reasonably acceptable to the Company's Board. Tontine nominated, and the Board has appointed, one individual, Paul W. Jennings, as a director, effective September 18, 2006. Tontine has waived the closing condition requiring the appointment of two directors. To permit Tontine additional time to nominate a second director candidate, the Company and Tontine executed a letter agreement dated September 18, 2006, allowing Tontine to nominate a second director candidate by December 31, 2006. A copy of the letter agreement is attached hereto as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
On September 18, 2006, the Company completed a $50 million private placement of 14,285,714 shares of newly issued Company common stock to Tontine and Legg Mason. Additionally, pursuant to their standby commitment to the Company's $75 million rights offering, Tontine, Legg Mason and Arklow purchased in a private placement an aggregate of 10,499,841 shares of the Company's common stock for aggregate consideration of $36,749,443.50. Such private placements are exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 18, 2006, the Company's Board appointed Paul W. Jennings as a director. Mr. Jennings was nominated by Tontine, one of the Company's shareholders, under the Standby Purchase Agreement as described above.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Registration Rights Agreement dated September 18, 2006, between Exide Technologies, Tontine Capital Partners, L.P., Tontine Partners, L.P., Tontine Overseas Associates, L.L.C., Tontine Capital Overseas Master Fund, L.P., Arklow Capital, LLC and Legg Mason Investment Trust, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.