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): February 26,
2008
EnerSys
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-32253
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Delaware
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23-3058564
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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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))
Item
7.01. Regulation FD Disclosure
On
February 26, 2008 EnerSys issued a press release announcing that certain of its
stockholders plan to sell 5,000,000 shares of its common stock to Goldman, Sachs
& Co. For additional information, reference is made to the press release,
which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
99.1
Press Release, dated February 26, 2008, regarding the common stock offering by
certain stockholders.
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.
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EnerSys
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Date:
February 27, 2008
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By:
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/s/
Michael T. Philion
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Michael
T. Philion
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Executive
Vice President — Finance and Chief Financial Officer
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Exhibit
Index
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Exhibit No.
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Description
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EX-99.1
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Press
Release, dated February 26, 2008, regarding the common stock offering by
certain stockholders.
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Exhibit
99.1
EnerSys
Announces Sale of 5,000,000 Shares of Common Stock by Certain
Stockholders
Reading,
PA, USA, February 26, 2008—EnerSys (NYSE: ENS), announced today that certain of
its stockholders, including affiliates of Metalmark Capital LLC and certain
other institutional stockholders, have agreed to sell 5,000,000 shares of its
common stock to Goldman, Sachs & Co. All net proceeds from the
sale of the common stock will be received by the selling stockholders. EnerSys
will not receive any of the proceeds.
The
shares are being sold by the selling stockholders in an at-the-market
offering pursuant to an effective shelf registration statement.
This
press release shall not constitute an offer to sell, nor the solicitation of an
offer to buy, EnerSys’ common stock or any other securities, nor shall there be
any sale of securities mentioned in this press release in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
The
copy of the prospectus relating to these securities may be obtained, when
available, from Goldman, Sachs & Co., Attention: Prospectus Dept., 85 Broad
Street, New York, New York 10004, fax: 212-902-9316 or email:
prospectus-ny@ny.email.gs.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.
Caution
Concerning Forward-Looking Statements
Forward
Looking Statement
This
press release contains forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act of 1995, that are based on management’s
current expectations and are subject to uncertainties and changes in
circumstances, including the sale by the selling stockholders in the offering.
There can be no assurances that the proposed offering will be consummated. The
Company’s actual results may differ materially from the forward-looking
statements for a number of reasons. For a list of the factors which could affect
the Company’s results, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and “Forward-Looking Statements,” set
forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended
December 30, 2007, which was filed with the U.S. Securities and Exchange
Commission.