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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, Georgia30005 (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.
Number of Securities
Remaining Available for
Number of Securities to be
Weighted-Average
Future Issuance Under
Issued Upon Exercise of
Exercise Price of
Equity Compensation Plans
Outstanding Options,
Outstanding Options,
(Excluding Securities
Warrants and Rights
Warrants, and Rights
Reflected in Column (a))
Plan Category
(a)
(b)
(c)
Equity compensation plans approved
by security holders(1)
1,157,080
$
8.31
1,539,738
Equity compensation plans not
approved by security holders(2)
80,000
$
13.22
—
Total
1,237,080
$
8.63
1,539,738
(1)
Consists of our 2004 Stock Incentive Plan.
(2)
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:
