Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  11/21/2006
 
EnerSys
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-32253
 
Delaware
  
23-3058564
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2366 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices, including zip code)
 
(610) 208-1991
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Information to be included in the report

 
Item 7.01.    Regulation FD Disclosure
 
On December 1, 2006, EnerSys issued a press release announcing that it had entered into a definitive agreement to purchase Leclanche S.A.'s lead acid battery business in Switzerland. For additional information, reference is made to the press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
 
Item 8.01.    Other Events
 
On November 21, 2006, John D. Craig, the Chairman, President and Chief Executive Officer of EnerSys (the "Company") entered into a Rule 10b5-1 Trading Plan (a "Plan"), pursuant to which certain common stock held by Mr. Craig will be sold during the period from December 21, 2006, through August 21, 2007, if the Company's common stock trades at the specified minimum price, and subject to other terms and conditions.

On November 27, 2006, Michael T. Philion, Executive Vice President and Chief Financial Officer of the Company entered into a Plan, pursuant to which certain common stock and stock options held by Mr. Philion will be sold during the period from December 27, 2006, through July 31, 2007, if the Company's common stock trades at the specified minimum price, and subject to other terms and conditions.

On November 30, 2006, Richard W. Zuidema, Executive Vice President - Administration, John A. Shea, Executive Vice President -Americas, and Raymond R. Kubis, President - EnerSys Europe, each entered into a Plan, pursuant to which certain of their respective common stock and/or stock options will be sold. For Messrs. Zuidema and Shea, such sales will occur during the period from December 30, 2006, through May 31, 2007, and for Mr. Kubis, during the period from January 1, 2007, through July 31, 2007, if the Company's common stock trades at the specified minimum price, and subject to other terms and conditions.

The Plans comply with the Company's insider trading policy and are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Plans also meet the restrictions on sales set forth in the 2004 Securityholder Agreement, which was filed as Exhibit 4.2 to Amendment No. 4 to EnerSys' Registration Statement on Form S-1 (File No. 333-115553) on July 26, 2004.

 
 
Item 9.01.    Financial Statements and Exhibits
 
99.1 Press Release, dated December 1, 2006, of EnerSys regarding the Leclanche S.A. transaction.
 

 

Signature(s)
 
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.
 
     
 
EnerSys
 
 
Date: December 01, 2006
     
By:
 
/s/    Frank M. Macerato

               
Frank M. Macerato
               
Vice President & General Counsel
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press Release, dated December 1, 2006, regarding Leclanche Transaction
EXHIBIT 99

EXHIBIT 99.1

PRESS RELEASE, DATED DECEMBER 1, 2006, OF ENERSYS REGARDING LECLANCHE TRANSACTION

EnerSys Signs Definitive Agreement to Acquire Lead--Acid Battery Business of Leclanche SA

Reading, Pa., USA, December 1, 2006 -- EnerSys (NYSE:ENS), the world's largest manufacturer, marketer and distributor of industrial batteries, announced today that it has signed a definitive agreement to acquire the lead-acid battery business of Leclanche SA (SWX:LECN), based in Yverdon-les-Bains, Switzerland. The transaction is expected to close in January 2007 and is subject to customary closing conditions.

EnerSys will assume the customers and existing contracts of the Leclanche lead-acid battery business along with certain sales and service employees to maintain the relationships with current customers.

"This acquisition is a continuation of our efforts to meet our strategic goals of acquiring companies with high levels of synergies with EnerSys and expanding our market presence," stated John D. Craig, Chairman, president and CEO of EnerSys.

"This provides a solid platform for EnerSys to increase our presence in the Swiss market" said Ray Kubis, President EnerSys Europe. "We plan to use our extensive manufacturing, technical, sales and distribution global network to build on this platform, and grow in this market with additional investment and employment increases planned in the Zurich area"

 

Caution Concerning Forward-Looking Statements

This press release (and oral statements made regarding the subjects of this release) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, (i) statements regarding EnerSys' plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning; and (ii) statements about the benefits of the investment in the lead-acid battery business of Leclanche, including any impact on financial and operating results and estimates, and any impact on EnerSys' market position that may be realized from the investment.

These forward-looking statements are based upon management's current beliefs or expectations and are inherently subject to significant business, economic, and competitive uncertainties and contingencies many of which are beyond our control. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (1) our ability to successfully integrate the Leclanche business; (2) the possibility that EnerSys may not realize revenue benefits from the proposed investment within expected time frames; (3) operating costs and business disruption following the proposed investment, including possible adverse effects on relationships with employees, may be greater than expected; and (4) competition may adversely affect the acquired business and result in customer loss. EnerSys does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date such forward-looking statement is m ade.

For more information, contact Richard Zuidema, executive vice president, EnerSys, P.O. Box 14145, Reading, PA 19612-4145, USA. Tel: 800-538-3627; Website: http://www.enersys.com.

About EnerSys: EnerSys, the world leader in stored energy solutions for industrial applications, manufactures and distributes reserve power and motive power batteries, chargers, power equipment, and battery accessories to customers worldwide. Motive power batteries are utilized in electric forklift trucks and other commercial electric powered vehicles. Reserve power batteries are used in the telecommunication and utility industries, uninterruptible power suppliers, and numerous applications requiring standby power. The company also provides aftermarket and customer support services to its customers from over 100 countries through its sales and manufacturing locations around the world.

More information regarding EnerSys can be found at http://www.enersys.com.