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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD AUGUST 22, 2006
To our Shareholders:
The 2006 annual meeting of shareholders of Exide Technologies
will be held at the Hilton Garden Inn Atlanta
North/Alpharetta
at 4025 Windward Plaza Drive, Alpharetta, Georgia 30005, on
Tuesday, August 22, 2006, beginning at 9:00 a.m. local
time. At the meeting, the holders of our outstanding common
stock will act on the following matters:
(1) The election of seven directors;
(2) A proposal to approve (i) a $75,000,000 rights
offering of 21,428,571 shares of common stock to our
shareholders at $3.50 per share, (ii) the sale of any
common stock not subscribed for in the rights offering to the
standby purchasers and additional standby purchaser and the sale
of another 14,285,714 shares for $50,000,000 to the standby
purchasers at the same price and (iii) the related Standby
Purchase Agreement and Registration Rights Agreement and the
other transactions contemplated thereby;
(3) A proposal to amend our Certificate of Incorporation to
increase our authorized shares of common stock to 100,000,000
and the aggregate number of shares of capital stock to
101,000,000;
(4) A proposal to approve an amendment of our 2004 Stock
Incentive Plan;
(5) A proposal to ratify the appointment of our independent
auditors for fiscal 2007; and
(6) Any other matters that properly come before the meeting.
All holders of record of shares of our common stock (NASDAQ:
XIDE) at the close of business on July 27, 2006 are
entitled to vote at the meeting and any postponements or
adjournments of the meeting.
The enclosed proxy statement describes the proposals set forth
above in more detail. We urge you to read the proxy statement
carefully before you decide how to vote.
In connection with the rights offering, we are distributing to
our shareholders a prospectus. We urge you to read the
prospectus carefully before you decide to exercise your rights.
You are cordially invited to attend the meeting. Please note
that space limitations make it necessary to limit attendance to
shareholders and one guest. Admission to the meeting will be on
a first-come, first-served basis. Registration will begin at
8:00 a.m., and seating will begin at
8:30 a.m. Each shareholder may be asked to present
valid picture identification, such as a driver’s license or
passport. Shareholders holding stock in brokerage accounts
(“street name” holders) will need to bring a copy of a
brokerage statement reflecting stock ownership as of the record
date. Cameras (including cellular phones with photographic
capabilities), recording devices and other electronic devices
will not be permitted at the meeting.
By order of the Board of Directors,
July 28, 2006
YOUR VOTE IS IMPORTANT
If you are unable to attend the meeting in person, you may
vote on the proposals by proxy. To do so, please complete, date,
sign and return the enclosed proxy card. We have enclosed a
prepaid envelope to expedite the return of your proxy card. You
may also vote by telephone or over the Internet as noted in the
proxy card instructions. If you have voted by telephone,
Internet or mail and later decide to attend and vote at the
meeting, you may do so.
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