EXIDE TECHNOLOGIES
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Amendment No. 1)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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o Preliminary Proxy Statement |
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o Confidential, for Use of the Commission |
o Definitive Proxy Statement |
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Only (as permitted by Rule 14a-(e)(2)) |
þ Definitive Additional Materials |
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o Soliciting Material Pursuant to §240.14a-12 |
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EXIDE TECHNOLOGIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) |
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Title of each class of securities to which transaction applies: |
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(2) |
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Aggregate number of securities to which transaction applies: |
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(3) |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
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(4) |
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Proposed maximum aggregate value of transaction: |
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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(1) |
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Amount Previously Paid: |
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(2) |
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Form, Schedule or Registration Statement No.: |
AMENDMENT TO THE
PROXY STATEMENT DATED
JULY 28, 2006
FOR THE ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD AUGUST 22,
2006
August 4, 2006
To the
Shareholders of Exide Technologies:
This Proxy Statement Amendment (this “Amendment”) is
being mailed to our shareholders on or about August 4,
2006. This Amendment amends the Proxy Statement dated
July 28, 2006, which was previously mailed to shareholders
on or about July 28, 2006 in connection with the annual
meeting of shareholders of Exide Technologies, scheduled to be
held Tuesday August 22, 2006 at 9:00 a.m., local time,
at the Hilton Garden Inn Atlanta North/Alpharetta at 4025
Windward Plaza Drive, Alpharetta, Georgia 30005 (the “Proxy
Statement”). The information contained in this Amendment
should be read in conjunction with the Proxy Statement.
The purpose of this Amendment is to update certain statements
contained in the Proxy Statement.
The
Rights Offering
We reported in the Proxy Statement that our shareholders would
receive 0.87248 subscription rights per share owned on the
record date of the rights offering. This ratio was based on our
assumption that there would be 24,560,586 shares
outstanding as of the record date of the rights offering. We
have subsequently issued 428,182 shares of restricted stock
to certain members of our management and our directors in
connection with grants given in 2004, 2005 and 2006 under our
2004 Stock Incentive Plan. Such grants are reflected in the
ownership of our management and our directors as reported in the
section of the Proxy Statement titled “Security Ownership
of Certain Beneficial Owners and Management,” but due to a
clerical error were not issued. Due to this issuance, we will
have 24,988,768 shares of common stock outstanding as of
the record date of the rights offering and, consequently, our
shareholders will receive 0.85753 subscription rights per share
owned on the record date of the rights offering.
2004 Plan
Grants
We reported in the Proxy Statement regarding prior grants under
our 2004 Stock Incentive Plan (the “2004 Plan”) on
page 17 under “New Plan Benefits” and on
page 26 under “Options” and “Restricted
Shares.” Due to clerical errors, certain of the figures and
percentages in those sections were somewhat incorrect. The
correct information is as follows: Pursuant to 2004 Plan,
619,038 options (net of forfeitures) were granted to executive
officers in fiscal 2006, representing 72.4% of all options
awarded. Pursuant to the 2004 Plan, 253,086 restricted shares
(net of forfeitures) were approved for granting to executive
officers in fiscal 2006, representing 74.7% of all shares
awarded. Also for fiscal 2006, 39,711 options and 28,252
restricted shares were granted to our non-executive directors as
a group and 235,388 options and 85,673 restricted shares were
granted to our non-executive employees as a group.
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Number of Securities
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Remaining Available for
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Number of Securities to be
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Weighted-Average
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Future Issuance Under
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Issued Upon Exercise of
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Exercise Price of
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Equity Compensation Plans
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Outstanding Options,
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Outstanding Options,
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(Excluding Securities
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Warrants and Rights
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Warrants, and Rights
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Reflected in Column (a))
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Plan Category
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(a)
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(b)
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(c)
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Equity compensation plans approved
by security holders(1)
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1,157,080
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$
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8.31
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1,539,738
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Equity compensation plans not
approved by security holders(2)
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80,000
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$
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13.22
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—
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Total
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1,237,080
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$
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8.63
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1,539,738
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(1) |
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Consists of our 2004 Stock Incentive Plan. |
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Consists of an inducement grant of options to our Chief
Executive Officer |
Director
Ownership
Also, due to such errors some of the data in the beneficial
ownership table on page 36 of the Proxy Statement requires
revision. The corrected data is as follows:
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Number of Shares
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Percentage
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Name of Beneficial Owner
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Beneficially Owned
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Of Class
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Michael R. D’Appolonia
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7,412
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*
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Mark C. Demetree
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7,626
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*
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David S. Ferguson
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4,036
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*
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Phillip M. Martineau
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12,412
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*
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John P. Reilly
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7,412
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*
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Michael P. Ressner
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7,412
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*
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Carroll R. Wetzel
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4,036
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*
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By order of the Board of Directors
Brad S. Kalter, Corporate Secretary
Alpharetta, Georgia
August 4, 2006
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