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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on August&nbsp;2, 2010
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration No.&nbsp;333-
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>






<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 18pt; margin-top: 0pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>EXIDE TECHNOLOGIES</B>
</DIV>

<DIV align="center" style="font-size: 10pt">
(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR></TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of <BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>23-0552730</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>13000 Deerfield Parkway<BR>

Building 200<BR>

Milton, Georgia 30004</B><BR>

(Address, including zip code, of Principal Executive Offices)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 0pt">
<B>Employment Agreement by and between Exide Technologies and James
R. Bolch and Restricted Stock Award Agreement <BR>
by and between Exide Technologies and James R. Bolch</B><BR>

(Full title of the plan)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>Brad S. Kalter<BR>

Vice President, Deputy General Counsel and Corporate Secretary<BR>

13000 Deerfield Parkway, Building 200<BR>

Milton, Georgia 30004</B><BR>

(Names and address of agent for service)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>(678)&nbsp;566-9048</B><BR>

(Telephone number, including area code, of agent for service)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<I>Copies to:</I></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>Timothy J. Melton<BR>

Joel T. May<BR>

Jones Day<BR>

77 West Wacker<BR>

Chicago, Illinois 60601<BR>

(312)&nbsp;782-3939</B></DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of Securities</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>to be Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registered (1)(2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Share (3)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price (3)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, $0.01 par value
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">750,000 shares
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">5.96</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">4,470,000</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">318.71</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Rights to Purchase Common Stock, par
value $0.01 per share (4)</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<div style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of shares of common stock, par value $0.01 per share (the &#147;Common Stock&#148;) of Exide Technologies (&#147;Exide&#148;), including the
associated rights to purchase Common Stock, granted on July&nbsp;26, 2010 as an equity inducement award in the form of restricted stock in
accordance with the Employment Agreement, dated as of June&nbsp;10, 2010 by and between Exide Technologies and James R. Bolch.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>In addition, pursuant to Rule&nbsp;416 under the Securities Act of 1933 (the &#147;Securities Act&#148;), this Registration Statement also relates to
such indeterminate number of additional shares of Common Stock, including the associated rights to purchase Common Stock, as may be issuable
to prevent dilution in the event of a stock dividend, stock split, recapitalization, or other similar changes in the capital structure,
merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of
assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of
the foregoing.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Determined in accordance with Rules 457(h) and (c)&nbsp;under the Securities Act, based on $5.96, the average of the high and low prices on The
NASDAQ Global Market on July&nbsp;29, 2010.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>One right to purchase a share of Common Stock will attach to, and be transferable only with, each share of Common Stock. The terms of
these rights to purchase Common Stock are described in the Current Report on Form 8-K filed by Exide with the Securities and Exchange
Commission (the &#147;Commission&#148;) on December&nbsp;8, 2006.</TD>
</TR>

</TABLE>

</div>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registration Statement covers 750,000 shares of Common Stock issued pursuant to the
employment agreement, dated June&nbsp;10, 2010 (the &#147;Employment Agreement&#148;), by and between Exide and
James R. Bolch, and the Restricted Stock Award Agreement, dated as of July&nbsp;26, 2010, between Exide
and James R. Bolch (the &#147;Restricted Stock Agreement&#148; and, together with the Employment Agreement,
the &#147;Agreements&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement contains two parts. Part&nbsp;I contains a reoffer prospectus pursuant
to Part&nbsp;I of Form S-3 (in accordance with Section&nbsp;C of the General Instructions to the Form S-8).
Part&nbsp;II of this Registration Statement contains information required in the Registration Statement
pursuant to Part&nbsp;II of Form S-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>REOFFER PROSPECTUS</I></B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>EXIDE TECHNOLOGIES</B><BR>
750,000 Shares of Common Stock

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to shares of common stock, par value $0.01 per share (the &#147;Common
Stock&#148;), of Exide Technologies (&#147;Exide&#148;) issued pursuant to the employment agreement, dated June
10, 2010 (the &#147;Employment Agreement&#148;), by and between Exide and James R. Bolch, and the Restricted
Stock Award Agreement, dated as of July&nbsp;26, 2010, between Exide and James R. Bolch (the &#147;Restricted
Stock Agreement&#148; and, together with the Employment Agreement, the &#147;Agreements&#148;) that may be offered
from time to time by James R. Bolch, Exide&#146;s President and Chief Executive Officer, or the selling
stockholder, for his own account. See &#147;Selling Stockholder.&#148; The selling stockholder has acquired
the 750,000 shares of Common Stock (the &#147;Shares&#148;) pursuant to the terms of the Agreements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus has been prepared for the purpose of registering the shares of Common Stock
under the Securities Act of 1933 (the &#147;Securities Act&#148;), to allow for future sale to the public by
the selling stockholder, on a continuous or delayed basis. The selling stockholder and any
participating broker or dealer may be deemed to be an &#147;underwriter&#148; within the meaning of the
Securities Act, in which event any profit on the sale of shares by the selling stockholder and any
commissions or discounts received by those brokers or dealers may be deemed to be underwriting
compensation under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Common Stock is quoted on The NASDAQ Global Market under the symbol &#147;XIDE.&#148; The last
reported sale price of Common Stock on The NASDAQ Global Market on July&nbsp;29, 2010 was $5.96 per
share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in the Common Stock involves risks. You should carefully consider the risk factors
beginning on page 1 of this prospectus and the documents incorporated by reference herein before
making any decision to invest in Common Stock.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE &#147;COMMISSION&#148;) NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>The date of this prospectus is August&nbsp;2, 2010</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No person has been authorized to give any information or to make any representation not
contained in this prospectus, and, if given or made, such information or representation must not be
relied upon as having been authorized by Exide. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the Common Stock offered by
this prospectus or an offer to sell or a solicitation of an offer to buy such Common Stock in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of Exide or that
the information herein is correct as of any time subsequent to the date hereof.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 0px solid #000000"><B>Page</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">The Company</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Forward Looking Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">The Selling Stockholder</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Legal Matters</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Where You Can Find More Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Indemnification of Directors and Officers</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g24206exv5w1.htm">EX-5.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="g24206exv23w1.htm">EX-23.1</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
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</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->-i-<!-- /Folio -->
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The Company</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide is a global leader in stored electrical energy solutions, and one of the largest
manufacturers and suppliers of lead-acid batteries for transportation and industrial applications
in the world.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide is a Delaware corporation organized in 1966 to succeed to the business of a New Jersey
corporation founded in 1888. Exide&#146;s principal executive offices are located at 13000 Deerfield
Parkway, Building 200, Milton, Georgia 30004, and Exide&#146;s telephone number at that location is
(678)&nbsp;566-9000.
</DIV>
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Forward Looking Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except for historical information, this report may be deemed to contain &#147;forward-looking
statements&#148; within the meaning of Section&nbsp;27A of the Securities Act, and Section&nbsp;21E of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;). Exide may also make
forward-looking statements in reports filed with the Commission, in materials delivered to
shareholders and in press releases. Forward-looking statements are statements other than
historical information or statements of current condition and relate to matters such as Exide&#146;s
future financial performance, future operational performance, and Exide&#146;s plans, objectives and
expectations. Some forward-looking statements may be identified by use of terms such as &#147;expects,&#148;
&#147;anticipates,&#148; &#147;intends,&#148; &#147;estimates,&#148; &#147;believes,&#148; &#147;projects,&#148; &#147;should,&#148; &#147;will,&#148; &#147;plans&#148; and
similar words.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Forward-looking statements should be considered in conjunction with the cautionary statements
contained in the section entitled &#147;Risk Factors&#148; and elsewhere in this prospectus, in Exide&#146;s other
filings with the Commission, and in material incorporated herein and therein by reference. Such
factors and statements have, in some instances, affected and in the future could affect the ability
of Exide to achieve its projected results and may cause actual results to differ materially from
those expressed herein. Exide assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risk Factors</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the following risks, as well as other information contained, or
incorporated by reference, in this report, before making a decision to purchase the Shares. The
risks described below are not the only risks Exide faces. Any of the following risks could
materially adversely affect Exide&#146;s business, financial condition, cash flows, or results of
operations. Additional risks or uncertainties not currently known to Exide or that Exide currently
deems to be immaterial may also adversely affect Exide&#146;s business, financial condition, cash flows,
or results of operations. In such case, you may lose all or a substantial part of your investment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Risks related to Exide&#146;s business</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide has experienced significant fluctuations in raw material prices, particularly lead, and
further changes in the prices of raw materials or in energy costs could have a material adverse
effect on Exide&#146;s business, financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lead is the primary material used in the manufacture of batteries, representing approximately
45.0% of Exide&#146;s cost of goods sold. Average lead prices quoted on the London Metal Exchange
(&#147;LME&#148;) have fluctuated dramatically, from $1,654 per metric ton for fiscal 2009 to $1,984 per
metric ton for fiscal 2010. As of May&nbsp;27, 2010, lead prices quoted on the LME were $1,777 per
metric ton. If Exide is unable to maintain or increase the prices of its products proportionate to
the increase in raw material costs, Exide&#146;s gross margins will decline. Exide cannot provide
assurance that it will be able to hedge its lead requirements at reasonable costs or that Exide
will be able to pass on these costs onto its customers. Fluctuations in Exide&#146;s prices could also
cause customer demand for Exide&#146;s products to be reduced and net sales to decline which could be a
material adverse affect on Exide&#146;s business, financial condition, cash flows, or results of
operations. Rising lead costs require Exide to make significant investments in inventory and
accounts receivable, which reduces amounts of cash available for other purposes.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 1 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide also consumes significant amounts of polypropylene, steel and other materials in its
manufacturing process and incurs energy costs in connection with manufacturing and shipping of its
products. The market prices of these materials are also subject to fluctuation, which could
further impact Exide&#146;s available cash.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide&#146;s restructuring activities, designed to address the worsening global economy and excess
capacity caused by reduced demand, may not realize the efficiencies anticipated and could result in
additional unanticipated costs, which could have a material adverse effect on Exide&#146;s business,
financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide is continuing to undertake restructuring activities to address excess capacity created,
in part, by worsening economic conditions and reduction in demand for some of Exide&#146;s products.
The restructuring plans may involve higher costs or a longer timetable than Exide currently
anticipates, mainly due to the timing and execution of some plans and programs subject to local
labor law requirements, and consultation with appropriate work councils. Exide also expects the
restructuring plans to result in substantial costs related to severance and other employee-related
costs, and these costs may not result in improvements in future financial performance. The
restructuring plans may also subject Exide to litigation risks and expenses. If Exide is unable to
realize the benefits of these restructuring activities or appropriately structure the business to
meet market conditions, the restructuring activities could have a material adverse effect on
Exide&#146;s business, financial condition, cash flows or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide remains subject to a preliminary Commission inquiry.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Enforcement Division of the Commission is conducting a preliminary inquiry into
statements Exide made during fiscal 2005 about its ability to comply with fiscal 2005 loan
covenants and the going concern qualification in the audit report in Exide&#146;s annual report on
Form 10-K for fiscal 2005, which Exide filed with the Commission in June&nbsp;2005. This preliminary
inquiry remains in process, and should it result in a formal investigation, it could have a
material adverse effect on Exide&#146;s business, financial condition, cash flows or results of
operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide is subject to fluctuations in exchange rates and other risks associated with its non-U.S.
operations which could adversely affect Exide&#146;s business, financial condition, cash flows or
results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide has significant manufacturing operations in, and exports to, several countries outside
the U.S. Because such a significant portion of Exide&#146;s operations are based overseas, Exide is
exposed to foreign currency risk, resulting in uncertainty as to future asset and liability values,
and results of operations that are denominated in foreign currencies. Exide invoices foreign sales
and service transactions in local currencies, using actual exchange rates during the period, and
translates these revenues and expenses into U.S. Dollars at average monthly exchange rates.
Because a significant portion of Exide&#146;s net sales and expenses are denominated in foreign
currencies, the depreciation of these foreign currencies in relation to the U.S. Dollar could
adversely affect Exide&#146;s reported net sales and operating margins. Exide translates its
non-U.S. assets and liabilities into U.S. Dollars using current rates as of the balance sheet date.
Therefore, foreign currency depreciation against the U.S. Dollar would result in a decrease in
Exide&#146;s net investment in foreign subsidiaries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, foreign currency depreciation, particularly depreciation of the Euro, would make
it more expensive for Exide&#146;s non-U.S. subsidiaries to purchase certain raw material commodities
that are priced globally in U.S. Dollars such as lead, which is quoted on the LME in U.S. Dollars.
Exide does not engage in significant hedging of its foreign currency exposure and cannot assure
that it will be able to hedge its foreign currency exposures at a reasonable cost.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are other risks inherent in Exide&#146;s non-U.S. operations, including:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Changes in local economic conditions, including disruption of markets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Changes in laws and regulations, including changes in import, export, labor
and environmental laws;</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exposure to possible expropriation or other government actions; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unsettled political conditions and possible terrorist attacks against
American interests.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These and other risks may have a material adverse effect on Exide&#146;s non-U.S. operations or on
its business, financial condition, cash flows or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide&#146;s liquidity is affected by the seasonality of its business. Warm winters and cool summers
adversely affect Exide.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide sells a disproportionate share of its automotive aftermarket batteries during the fall
and early winter. Resellers buy automotive batteries during these periods so that they will have
sufficient inventory for cold weather periods. This seasonality increases Exide&#146;s working capital
requirements and makes it more sensitive to fluctuations in the availability of liquidity.
Unusually cold winters or hot summers may accelerate battery failure and increase demand for
automotive replacement batteries. Mild winters and cool summers may have the opposite effect. As
a result, if Exide&#146;s sales are reduced by an unusually warm winter or cool summer, it may not be
possible for Exide to recover these sales in later periods. Further, if Exide&#146;s sales are
adversely affected by the weather, it cannot make offsetting cost reductions to protect Exide&#146;s
liquidity and gross margins in the short-term because a large portion of Exide&#146;s manufacturing and
distribution costs are fixed, which could be a material adverse affect on Exide&#146;s business,
financial condition, cash flows, or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Decreased demand in the industries in which Exide operates may adversely affect its business,
financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide&#146;s financial performance depends, in part, on conditions in the automotive, material
handling, and telecommunications industries which, in turn, are generally dependent on the U.S. and
global economies. As a result, economic and other factors adversely affecting production by
original equipment manufacturers (&#147;OEM&#148;) and their customers&#146; spending could adversely impact
Exide&#146;s business. Relatively modest declines in customer purchases from Exide could have a
significant adverse impact on its profitability because Exide has substantial fixed production
costs. If Exide&#146;s OEM and large aftermarket customers reduce their inventory levels, or reduce
their orders, Exide&#146;s performance would be significantly adversely impacted. In this economic
environment, Exide cannot predict future production rates or inventory levels or the underlying
economic factors. Continued uncertainty and unexpected fluctuations may adversely affect Exide&#146;s
business, financial conditions, cash flows, or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The remaining portion of Exide&#146;s battery sales are of aftermarket batteries. The factors
influencing demand for automotive replacement batteries include: (1)&nbsp;the number of vehicles in use;
(2)&nbsp;average battery life; (3)&nbsp;the average age of vehicles and their operating environment;
(4)&nbsp;weather conditions; (5)&nbsp;population growth; and (6)&nbsp;overall economic conditions. Any
significant adverse change in any one of these factors may adversely affect Exide&#146;s business,
financial condition, cash flows or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The loss of Exide&#146;s primary supplier of polyethylene battery separators would have a material
adverse effect on Exide&#146;s business, financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide relies on a single supplier to fulfill certain of its needs for polyethylene battery
separators &#151; a critical component of many of Exide&#146;s products. There is no second source that
could readily provide the volume of certain of its polyethylene separators used by Exide. As a
result, any major disruption in supply from this supplier would have a material adverse impact on
Exide&#146;s business, financial condition, cash flows or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Many of the industries in which Exide operates are cyclical.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide&#146;s operating results are affected by the general cyclical pattern of the industries in
which its major customer groups operate. Any significant decline in demand for replacement
batteries for automobiles, light trucks, or sport utility vehicles could have a material adverse
impact on Exide&#146;s business, financial condition, cash flows or results of operations of Exide&#146;s
Transportation segments. To a lesser extent, a prolonged decline in the demand for
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">new automobiles, light trucks or sport utility vehicles could also have an adverse impact on
these segments. A weak capital expenditure environment in the telecommunications, uninterruptible
power systems or electric industrial forklift truck markets could have a material adverse effect on
the business, financial condition, cash flows or results of operations of Exide&#146;s Industrial Energy
segments.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide is subject to pricing pressure from its larger customers.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide faces significant pricing pressures in all of its business segments from its larger
customers. Because of their purchasing volume, Exide&#146;s larger customers can influence market
participants to compete on price and other terms. Such customers also use their buying power to
negotiate lower prices. If Exide is not able to offset pricing reductions resulting from these
pressures by improved operating efficiencies and reduced expenditures, those price reductions may
have an adverse impact on Exide&#146;s business, financial condition, cash flows or results of
operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide faces increasing competition and pricing pressure from other companies in its industries, and
if Exide is unable to compete effectively with these competitors, Exide&#146;s sales and profitability
could be adversely affected.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide competes with a number of major domestic and international manufacturers and
distributors of lead-acid batteries, as well as a large number of smaller, regional competitors.
Due to excess capacity in some sectors of its industry and consolidation among industrial
purchasers, Exide has been subjected to continued and significant pricing pressures. The North
American, European and Asian lead-acid battery markets are highly competitive. The manufacturers
in these markets compete on price, quality, technical innovation, service, and warranty. In
addition, Exide is experiencing heightened competitive pricing pressure as Asian producers, which
are able to employ labor at significantly lower costs than producers in the U.S. and Western
Europe, expand their export capacity and increase their marketing presence in Exide&#146;s major
markets. If Exide is unable to compete effectively with these competitors, its sales and
profitability could be adversely affected, which could be a material adverse affect on Exide&#146;s
business, financial condition, cash flows, or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>If Exide is not able to develop new products or improve upon its existing products on a timely
basis, Exide&#146;s business, financial condition, cash flows or results of operations could be
adversely affected.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide believes that its future success depends, in part, on the ability to develop, on a
timely basis, new technologically advanced products or improve on Exide&#146;s existing products in
innovative ways that meet or exceed its competitors&#146; product offerings. Maintaining Exide&#146;s market
position will require continued investment in research and development and sales and marketing.
Industry standards, customer expectations, or other products may emerge that could render one or
more of Exide&#146;s products less desirable or obsolete. Exide may be unsuccessful in making the
technological advances necessary to develop new products or improve its existing products to
maintain its market position. If any of these events occur, they could cause decreases in sales
and have an adverse effect on Exide&#146;s business, financial condition, cash flows or results of
operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide may be adversely affected by the instability and uncertainty in the world financial markets
and the global economy, and uncertainty around potential terrorist activities against global
companies.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unfavorable changes in global economic conditions, including tightening credit markets,
inflation or recession may result in consumers, businesses and governments deferring or lowering
purchases of Exide&#146;s products in the future. In addition, terrorist activities may cause
unpredictable or unfavorable economic conditions and could have a material adverse impact on
Exide&#146;s business, financial condition, cash flows or results of operations. These economic
conditions also may impact the ability of Exide&#146;s customers to purchase Exide&#146;s products and
services. As a result, reserves for doubtful accounts and write-offs of accounts receivable may
increase. In addition, Exide&#146;s ability to meet customer&#146;s demands depends, in part, on Exide&#146;s
ability to obtain timely and adequate delivery of quality materials, parts and components from its
suppliers. If certain key suppliers were to become capacity constrained or insolvent as a result
of the global economic conditions, it could result in a reduction or interruption in supplies or a
significant increase in the price of supplies. If such economic conditions persist, they could
have a material adverse effect on Exide&#146;s business, financial condition, cash flows or results of
operations.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 4 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide may be unable to successfully implement its business strategy, which could adversely affect
its business, financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide&#146;s ability to achieve its business and financial objectives is subject to a variety of
factors, many of which are beyond Exide&#146;s control. For example, Exide may not be successful in
increasing its manufacturing and distribution efficiency through productivity, process improvements
and cost reduction initiatives. Further, Exide may not be able to realize the benefits of these
improvements and initiatives within the time frames Exide currently expects. In addition, Exide
may not be successful in increasing Exide&#146;s percentage of captive arrangements and spent-battery
collections or in otherwise hedging its lead requirements, leaving it exposed to fluctuations in
the price of lead. Any failure to successfully implement Exide&#146;s business strategy could adversely
affect Exide&#146;s business, financial condition, cash flows or results of operations, and could
further impair Exide&#146;s ability to make certain strategic capital expenditures and meet its
restructuring objectives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide is subject to costly regulation in relation to environmental and occupational, health and
safety matters, which could adversely affect its business, financial condition, cash flows or
results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Throughout the world, Exide manufactures, distributes, recycles, and otherwise uses large
amounts of potentially hazardous materials, especially lead and acid. As a result, Exide is
subject to a substantial number of costly regulations. In particular, Exide is required to comply
with increasingly stringent requirements of federal, state, and local environmental, occupational
health and safety laws and regulations in the U.S. and other countries, including those governing
emissions to air, discharges to water, noise and odor emissions; the generation, handling, storage,
transportation, treatment, and disposal of waste materials; and the cleanup of contaminated
properties and human health and safety. Compliance with these laws and regulations results in
ongoing costs. Exide could also incur substantial costs, including cleanup costs, fines, and civil
or criminal sanctions, third-party property damage or personal injury claims, or costs to upgrade
or replace existing equipment, as a result of violations of or liabilities under environmental laws
or non-compliance with environmental permits required at its facilities. In addition, many of
Exide&#146;s current and former facilities are located on properties with histories of industrial or
commercial operations. Because some environmental laws can impose liability for the entire cost of
cleanup upon any of the current or former owners or operators, regardless of fault, Exide could
become liable for the cost of investigating or remediating contamination at these properties if
contamination requiring such activities is discovered in the future. Exide may become obligated to
pay material remediation-related costs at its closed Tampa, Florida facility in the amount of
approximately $12.5&nbsp;million to $20.5&nbsp;million, and at the Columbus, Georgia facility in the amount
of approximately $6.0&nbsp;million to $9.0&nbsp;million.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide cannot be certain that it has been, or will at all times be, in complete compliance with
all environmental requirements, or that Exide will not incur additional material costs or
liabilities in connection with these requirements in excess of amounts it has reserved. Private
parties, including current or former employees, could bring personal injury or other claims against
Exide due to the presence of, or exposure to, hazardous substances used, stored or disposed of by
it, or contained in its products, especially lead. Environmental requirements are complex and have
tended to become more stringent over time. These requirements or their enforcement may change in
the future in a manner that could have a material adverse effect on Exide&#146;s business, financial
condition, cash flows or results of operations. Exide has made and will continue to make
expenditures to comply with environmental requirements. These requirements, responsibilities and
associated expenditures, if they continue to increase, could have a material adverse effect on
Exide&#146;s business, financial condition, cash flows or results of operations. While Exide&#146;s costs to
defend and settle claims arising under environmental laws in the past have not been material, Exide
cannot provide assurance that this will remain so in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On November&nbsp;12, 2008, the Environmental Protection Agency (&#147;EPA&#148;) published new lead emissions
standards under the National Ambient Air Quality Standards, which became effective on January&nbsp;12,
2009. The new standards further restrict lead emissions by reducing the off-site concentration
standards for lead in air from 1.5 micrograms per cubic meter to 0.15 micrograms per cubic meter.
Exide believes that the new standards could impact a number of its U.S. facilities. Under the
Clean Air Act, publication by the EPA of these ambient air quality standards initiates a process by
which the states develop rules implementing the standards, and the likelihood and timing of the
implementation of these emission standards by the states, as adopted, has not been determined.
Although the final impact on Exide&#146;s operations cannot be reasonably determined at the current
time, Exide believes
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">that the impact of these recently adopted lead emissions standards on its U.S. facilities
could have a material adverse effect on its business, financial condition, cash flows or results of
operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The EPA or state environmental agencies could take the position that Exide has liability under
environmental laws that were not discharged in bankruptcy. To the extent these authorities are
successful in disputing the pre-petition nature of these claims, Exide could be required to perform
remedial work that has not yet been performed for alleged pre-petition contamination, which would
have a material adverse effect on Exide&#146;s business, financial condition, cash flows or results of
operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The EPA or state environmental agencies could take the position that Exide has liability under
environmental laws that were not discharged in bankruptcy. To the extent these authorities are
successful in disputing the pre-petition nature of these claims, Exide could be required to perform
remedial work that has not yet been performed for alleged pre-petition contamination, which would
have a material adverse effect on Exide&#146;s financial condition, cash flows or results of operations.
Exide previously has been advised by the EPA or state agencies that it is a &#147;Potentially
Responsible Party&#148; under the Comprehensive Environmental Response, Compensation and Liability Act
or similar state laws at 102 federally defined Superfund or state equivalent sites. At 45 of these
sites, Exide has paid its share of liability. While Exide believes it is probable its liability
for most of the remaining sites will be treated as disputed unsecured claims under the Plan of
Reorganization (the &#147;Plan&#148;), there can be no assurance these matters will be discharged. If
Exide&#146;s liability is not discharged at one or more sites, the government may be able to file claims
for additional response costs in the future, or to order Exide to perform remedial work at such
sites. In addition, the EPA, in the course of negotiating this pre-petition claim, had notified
Exide of the possibility of additional clean-up costs associated with Hamburg, Pennsylvania
properties of approximately $35.0&nbsp;million. The EPA has provided summaries of past costs and an
estimate of future costs that approximate the amounts in its notification; however, Exide disputes
certain elements of the claimed past costs, has not received sufficient information supporting the
estimated future costs, and is in negotiations with the EPA. To the extent the EPA or other
environmental authorities dispute the pre-petition nature of these claims, Exide would intend to
resist any such effort to evade the bankruptcy law&#146;s intended result, and believes there are
substantial legal defenses to be asserted in that case. However, there can be no assurance that
Exide would be successful in challenging any such actions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Regulation and legislation adopted to address possible global climate change could increase Exide&#146;s
costs of operation and adversely affect Exide&#146;s business, financial condition, cash flows or
results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Recently, there has been an increasing focus on whether emissions of certain gases, commonly
referred to as &#147;greenhouse gases&#148; including carbon dioxide, may be contributing to certain
atmospheric and other climatic changes. Legislative and regulatory measures directed at limiting
the emissions of greenhouse gases and other possible causes of climate change are in various phases
of discussions or implementation in a number of countries in which Exide operates. Legislative,
regulatory or other efforts in the United States, and international treaties to combat climate
change could result in future increases in the cost of raw materials and energy sources such as
electricity, natural gas and fossil fuels, all of which may result in higher manufacturing and
distribution costs for Exide. Exide&#146;s facilities may also be subject to additional regulation
under future climate change policies. Compliance with environmental laws or regulations regarding
the reduction of greenhouse gases could result in significant changes to Exide&#146;s facilities and
operations and result in an increased cost of conducting business. If Exide is unable to manage
the financial risks or otherwise recover costs related to complying with climate change regulatory
requirements, it could have a material adverse effect on Exide&#146;s business, financial condition,
cash flows or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide may be adversely affected by legal proceedings to which Exide is, or may become, a party.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide and its subsidiaries are currently, and may in the future become, subject to legal
proceedings which could adversely affect its business, financial condition, cash flows or results
of operations.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The cost of resolving Exide&#146;s pre-petition disputed claims, including legal and other professional
fees involved in settling or litigating these matters, could have a material adverse effect on its
business, financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At March&nbsp;31, 2010, there are approximately 145 pre-petition disputed unsecured claims on file
in the bankruptcy case that remain to be resolved through the Plan&#146;s claims reconciliation and
allowance procedures. Exide established a reserve of Common Stock and warrants to purchase Common
Stock for issuance to holders of these disputed unsecured claims as the claims are allowed by the
Bankruptcy Court. Although these claims are generally resolved through the issuance of Common
Stock and warrants from the reserve rather than cash payments, the process of resolving these
claims through settlement or litigation requires considerable resources, including expenditures by
Exide for legal and professional fees and the attention of Exide&#146;s personnel. These costs could
have a material adverse effect on Exide&#146;s business, financial condition, cash flows or results of
operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Work stoppages or other labor issues at Exide&#146;s facilities or its customers&#146; or suppliers&#146;
facilities could adversely affect Exide&#146;s business, financial condition, cash flows or results of
operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is also possible that the portion of Exide&#146;s workforce that is unionized may increase in
the future. Contracts covering approximately 264 of Exide&#146;s domestic employees expire in fiscal
2011, and the remainder thereafter. In addition, contracts covering most of Exide&#146;s union
employees in Europe and the rest of the world expire on various dates through fiscal 2011.
Although Exide believes that its relations with employees are generally good, if conflicts develop
between Exide and its employees&#146; unions in connection with the renegotiation of these contracts or
otherwise, work stoppages or other labor disputes could result. A work stoppage at one or more of
Exide&#146;s plants, or a material increase in its costs due to unionization activities, may have a
material adverse effect on Exide&#146;s business, financial condition, cash flows or results of
operations. Work stoppages at the facilities of Exide&#146;s customers or suppliers may also negatively
affect Exide&#146;s business. If any of Exide&#146;s customers experience a material work stoppage, the
customer may halt or limit the purchase of Exide&#146;s products. This could require Exide to shut down
or significantly reduce production at facilities relating to those products. Moreover, if any of
Exide&#146;s suppliers experience a work stoppage, Exide&#146;s operations could be adversely affected if an
alternative source of supply is not readily available.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide&#146;s substantial indebtedness could adversely affect its business, financial condition, cash
flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide has a significant amount of indebtedness. Exide&#146;s level of indebtedness could have
significant consequences. For example, it could:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limit Exide&#146;s ability to borrow money to fund its working capital, capital
expenditures, acquisitions and debt service requirements;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limit Exide&#146;s flexibility in planning for, or reacting to, changes in its
business and future business opportunities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make Exide more vulnerable to a downturn in its business or in the economy;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>place Exide at a disadvantage relative to some of its competitors, who may
be less highly leveraged; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require a substantial portion of Exide&#146;s cash flow from operations to be
used for debt payments, thereby reducing the availability of cash to fund working
capital, capital expenditures, acquisitions and other general corporate purposes.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One or a combination of these factors could adversely affect Exide&#146;s business, financial
condition, cash flows or results of operations. Subject to restrictions in the indenture governing
Exide&#146;s senior secured notes and convertible notes and its senior secured credit facility (the
&#147;Credit Agreement&#148;), Exide may incur additional indebtedness, which could increase the risks
associated with its already substantial indebtedness.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Restrictive covenants limit Exide&#146;s ability to operate its business and to pursue its business
strategies, and its failure to comply with these covenants could result in an acceleration of its
indebtedness.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Credit Agreement and the indenture governing the senior secured notes contain covenants
that limit or restrict Exide&#146;s ability to finance future operations or capital needs, to respond to
changing business and economic conditions or to engage in other transactions or business activities
that may be important to its growth strategy or otherwise important to Exide. The Credit Agreement
and the indenture governing Exide&#146;s senior secured notes limit or restrict, among other things,
Exide&#146;s ability and the ability of its subsidiaries to:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>incur additional indebtedness;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>pay dividends or make distributions on Exide&#146;s capital stock or certain
other restricted payments or investments;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchase or redeem stock;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>isue stock of Exide&#146;s subsidiaries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make investments and extend credit;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>engage in transactions with affiliates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transfer and sell assets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>effect a consolidation or merger or sell, transfer, lease or otherwise
dispose of all or substantially all of Exide&#146;s assets; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>create liens on Exide&#146;s assets to secure debt.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Credit Agreement requires Exide to repay outstanding borrowings with portions
of the proceeds Exide receives from certain sales of property or assets and specified future debt
offerings. Exide&#146;s ability to comply with these provisions may be affected by events beyond its
control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any breach of the covenants in the Credit Agreement or the indenture governing its senior
secured notes could cause a default under Exide&#146;s Credit Agreement and other debt (including the
notes), which would restrict Exide&#146;s ability to borrow under its Credit Agreement, thereby
significantly impacting Exide&#146;s liquidity which could be a material adverse affect on Exide&#146;s
business, financial condition, cash flows or results of operations. If there were an event of
default under any of Exide&#146;s debt instruments that was not cured or waived, the holders of the
defaulted debt could cause all amounts outstanding with respect to the debt instrument to be due
and payable immediately. Exide&#146;s assets and cash flow may not be sufficient to fully repay
borrowings under its outstanding debt instruments if accelerated upon an event of default. If, as
or when required, Exide is unable to repay, refinance or restructure its indebtedness under, or
amend the covenants contained in, its senior secured credit facility, the lenders under that
facility could institute foreclosure proceedings against the assets securing borrowings under the
Credit Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Holders of the Common Stock are subject to the risk of dilution of their investment as the result
of the issuance of additional shares of Common Stock and warrants to purchase Common Stock to
holders of pre-petition claims to the extent the reserve of Common Stock and warrants established
to satisfy such claims is insufficient.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;15, 2002, (the &#147;Petition Date&#148;), Exide Technologies, together with certain of its
subsidiaries (the &#147;Debtors&#148;), filed voluntary petitions for reorganization under Chapter&nbsp;11 of the
federal bankruptcy laws (&#147;Bankruptcy Code&#148; or &#147;Chapter&nbsp;11&#148;) in the Bankruptcy Court. The Debtors,
along with the Official Committee of Unsecured Creditors, filed the Plan with the Bankruptcy Court
on February&nbsp;27, 2004 and, on April&nbsp;21, 2004, the Bankruptcy Court confirmed the Plan.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Plan, Exide has established a reserve of Common Stock and warrants to purchase
Common Stock for issuance to holders of unsecured pre-petition disputed claims. To the extent this
reserve is insufficient to satisfy these disputed claims, Exide would be required to issue
additional shares of Common Stock and warrants, which would result in dilution to holders of the
Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the claims reconciliation and allowance process set forth in the Plan, the Official
Committee of Unsecured Creditors, in consultation with Exide, established a reserve to provide for
a pro rata distribution of Common Stock and warrants to holders of disputed claims as they become
allowed. As claims are evaluated and processed, Exide will object to some claims or portions
thereof, and upward adjustments (to the extent stock and warrants not previously distributed
remain) or downward adjustments to the reserve will be made pending or following adjudication of
these objections. Predictions regarding the allowance and classification of claims are inherently
difficult to make. With respect to environmental claims in particular, there is inherent
difficulty in assessing Exide&#146;s potential liability due to the large number of other potentially
responsible parties. For example, a demand for the total cleanup costs of a landfill used by many
entities may be asserted by the government using joint and several liability theories. Although
Exide believes that there is a reasonable basis in law to believe that it will ultimately be
responsible for only its share of these remediation costs, there can be no assurance that Exide
will prevail on these claims. In addition, the scope of remedial costs or other environmental
injuries are highly variable, and estimating these costs involves complex legal, scientific and
technical judgments. Many of the claimants who have filed disputed claims, particularly
environmental, and personal injury claims produce little or no proof of fault on which Exide can
assess its potential liability and either specify no determinate amount of damages or provide
little or no basis for the alleged damages. In some cases Exide is still seeking additional
information needed for claims assessment, and information that is unknown to Exide at the current
time may significantly affect its assessment regarding the adequacy of the reserve amounts in the
future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As general unsecured claims have been allowed in the Bankruptcy Court, Exide has distributed
approximately one share of Common Stock of Exide per $383.00 in allowed claim amount and
approximately one warrant per $153.00 in allowed claim amount. These rates were established based
upon the assumption that the new Common Stock and warrants allocated to holders of general
unsecured claims on the effective date, including the reserve established for disputed claims,
would be fully distributed so that the recovery rates for all allowed unsecured claims would comply
with the Plan without the need for any redistribution or supplemental issuance of securities. If
the amount of general unsecured claims that is eventually allowed exceeds the amount of claims
anticipated in the setting of the reserve, additional new Common Stock and warrants will be issued
for the excess claim amounts at the same rates as used for the other general unsecured claims. If
this were to occur, additional new Common Stock would also be issued to the holders of pre-petition
secured claims to maintain the ratio of their distribution in Common Stock at nine times the amount
of Common Stock distributed for all unsecured claims.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide&#146;s ability to recognize the benefits of deferred tax assets is dependent on future cash flows
and taxable income.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide recognizes the expected future tax benefit from deferred tax assets when realization of
the tax benefit is considered to be more likely than not. Otherwise, a valuation allowance is
applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires
management to make significant estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecasted cash flows from operations and the
application of existing tax laws in each jurisdiction. To the extent that future cash flows and
taxable income differ significantly from estimates, the ability of Exide to realize the deferred
tax assets could be impacted. Additionally, future changes in tax laws could limit Exide&#146;s ability
to obtain the future tax benefits represented by its deferred tax assets. As of March&nbsp;31, 2010,
Exide&#146;s current and long-term deferred tax assets were $24.4&nbsp;million and $85.6&nbsp;million,
respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Negative tax consequences could materially and adversely affect Exide&#146;s business, financial
condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Adverse changes in the underlying profitability and financial outlook of Exide&#146;s operations in
several jurisdictions could lead to changes in Exide&#146;s valuation allowances against deferred tax
assets and other tax reserves on Exide&#146;s statement of financial position that could materially and
adversely affect Exide&#146;s business, financial condition, cash flows or results of operations.
Additionally, changes in tax laws in the U.S. or in other countries
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">where Exide has significant operations could materially affect deferred tax assets and
liabilities on Exide&#146;s consolidated statement of financial position and tax expense. Exide is also
subject to tax audits by governmental authorities in the U.S. and in non-U.S. jurisdictions. Exide
is currently subject to a tax audit in Spain for fiscal years 2003 through 2006 that is related to
its current and certain former Spanish subsidiaries. Negative results from one or more such tax
audits could materially and adversely affect Exide&#146;s business, financial condition, cash flows, or
results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Exide is subject to regulation of its international operations that could adversely affect its
business, financial condition, cash flows or results of operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Due to Exide&#146;s global operations, it is subject to many laws governing international
relations, including those that prohibit improper payments to government officials and restrict
where it can do business, what information or products it can supply to certain countries and what
information it can provide to a non-U.S. government, including but not limited to the Foreign
Corrupt Practices Act and the U.S. Export Administration Act. Violations of these laws, which are
complex and often times difficult to interpret and apply, may result in severe criminal penalties
or sanctions that could have a material adverse effect on Exide&#146;s business, financial condition,
cash flows or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Risks related to the Common Stock</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Sales, or the availability for sale, of substantial amounts of the Common Stock could adversely
affect the value of the Common Stock.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No prediction can be made as to the effect, if any, that future sales of the Common Stock, or
the availability of the Common Stock for future sales, will have on the market price of the Common
Stock. Sales of substantial amounts of the Common Stock in the public market, and the availability
of shares for future sale, including shares of the Common Stock issuable upon exercise of
outstanding options to acquire shares of the Common Stock, shares of the Common Stock that may be
issued upon conversion of Exide&#146;s convertible notes and shares covered by warrants issued and
issuable under the Plan, could adversely affect the prevailing market price of the Common Stock.
This in turn would adversely affect the fair value of the Common Stock and could impair Exide&#146;s
future ability to raise capital through an offering of equity securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The Common Stock is concentrated in the hands of a few of Exide&#146;s stockholders, and their interests
may not coincide with yours.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of May&nbsp;31, 2007, Tontine Capital Partners, L.P. and certain of its affiliates (&#147;Tontine&#148;)
beneficially owned 19.9% of the outstanding Common Stock. Accordingly, Tontine currently have the
ability to exercise significant influence over matters generally requiring stockholder approval.
These matters include the election of directors and the approval of significant corporate
transactions, including potential mergers, consolidations or sales of all or substantially all of
Exide&#146;s assets. Your interests as a holder of the Common Stock may differ from the interests of
Tontine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The Common Stock price may be volatile.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The price at which the Common Stock trades may be volatile and may fluctuate due to factors
such as:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exide&#146;s historical and anticipated quarterly and annual operating results;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>variations between Exide&#146;s actual results and analyst and investor
expectations or changes in financial estimates and recommendations by securities
analysts;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>investor perceptions of Exide and comparable public companies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exide&#146;s ability to comply with financial covenants in its senior credit
facility or other debt obligations; and</TD>
</TR>


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->- 10 -<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>conditions and trends in general market conditions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fluctuations may be unrelated to or disproportionate to Exide&#146;s performance. These
fluctuations may result in a material decline in the trading price of the Common Stock.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Use of Proceeds</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide will not receive any proceeds from the sale of the Shares by the selling stockholder.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The Selling Stockholder</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares that may be offered from time to time pursuant to this prospectus have been
acquired by the selling stockholder pursuant to the Agreements. The following table sets forth (1)
the name of the selling stockholder; (2)&nbsp;the position, office, or other material relationship
between Exide and the selling stockholder; (3)&nbsp;the amount of Common Stock beneficially owned by the
selling stockholder prior to the offering as of the date of this prospectus, including shares
selling stockholder may acquire pursuant to the exercise of previously granted options which have
vested or may vest within 60&nbsp;days of the date of this prospectus; (4)&nbsp;the amount of Common Stock
that may be offered by the selling stockholder; and (5)&nbsp;the amount of Common Stock to be
beneficially owned by the selling stockholder subsequent to this offering of the Shares by this
prospectus.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Common Stock that</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name and Position</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>Common Stock that</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6"><B>would be Owned</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>with Exide</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>may be Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000"><B>After the Offering</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Percent of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Percent of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Outstanding</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Outstanding</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:0px; text-indent:-0px">James R. Bolch,<br>
<I>President and
Chief Executive
Officer</I></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD valign="top" align="right">0</TD>
    <TD nowrap valign="top">*</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right" valign="top">750,000</TD>
    <TD nowrap valign="top">**</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>less than 1%</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">**</TD>
    <TD>&nbsp;</TD>
    <TD>The Shares granted under the Agreements will vest on the third anniversary of the selling
stockholder&#146;s employment commencement date with Exide.</TD>
</TR>

</TABLE>


<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Plan of Distribution</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide has been advised that the selling stockholder, or his pledgees, donees, transferees, or
any successors in interest selling shares received from the selling stockholder as a gift,
partnership distribution or other non-sale-related transfer after the date of this prospectus (all
of whom may be a selling stockholder), may sell the Common Stock from time to time on any stock
exchange or automated interdealer quotation system on which the Common Stock are listed, in the
over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at prices otherwise negotiated. The selling stockholder may sell the Common Stock
by one or more of the following methods, without limitation:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which the broker or dealer so engaged will attempt to sell
the Common Stock as agent but may position and resell a portion of the block as
principal to facilitate the transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker or dealer as principal and resale by the broker or
dealer for its own account pursuant to this prospectus;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>on any national securities exchange or quotation service on which the
Common Stock are listed or quoted at the time of sale;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the over-the-counter market;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>otherwise than on such exchanges or services or in the over-the-counter
market;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->- 11 -<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker
solicits purchases;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>short sales;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one or more underwritten offerings on a firm commitment or best efforts
basis;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transactions which may involve crosses or block transactions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to cover hedging transactions (other than &#147;short sales&#148; as defined in Rule
3b-3 under the Exchange Act) made pursuant to this prospectus;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by pledge to secure debts or other obligations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any combination of any of these methods of sale; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other manner permitted pursuant to applicable law.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder may also transfer the Common Stock by gift. Exide does not know of
any arrangements by the selling stockholder for the sale of any of the Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may engage brokers and dealers, and any brokers or dealers may
arrange for other brokers or dealers to participate in effecting sales of the shares of Common
Stock. These brokers, dealers or underwriters may act as principals, or as an agent of a selling
stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of the
shares at a stipulated price per share. If the broker-dealer is unable to sell shares of Common
Stock acting as agent for a selling stockholder, it may purchase as principal any unsold shares at
the stipulated price. Broker-dealers who acquire shares of Common Stock as principals may
thereafter resell the shares from time to time in transactions in any stock exchange or automated
interdealer quotation system on which the shares of Common Stock are then listed, at prices and on
terms then prevailing at the time of sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block transactions and sales to and through
broker-dealers, including transactions of the nature described above. The selling stockholders may
also sell the shares of Common Stock in accordance with Rule&nbsp;144 under the Securities Act, rather
than pursuant to this prospectus. In order to comply with the securities laws of some states, if
applicable, the shares of Common Stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a
security interest in some or all of the shares owned by them. The pledgees, secured parties or
person to whom the shares have been hypothecated will, upon foreclosure in the event of default, be
deemed to be selling stockholders. The number of a selling stockholder&#146;s shares offered under this
prospectus will decrease as and when it takes such actions. The plan of distribution for that
selling stockholder&#146;s shares will otherwise remain unchanged. In addition, a selling stockholder
may, from time to time, sell the shares short, and, in those instances, this prospectus may be
delivered in connection with the short sales and the shares offered under this prospectus may be
used to cover short sales.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required under the Securities Act, the aggregate amount of selling stockholders&#146;
shares being offered and the terms of the offering, the names of any agents, brokers, dealers or
underwriters, any applicable commission and other material facts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or a post-effective amendment to the
registration statement of which this prospectus is a part, as appropriate. Any underwriters,
dealers, brokers or agents participating in the distribution of the shares of Common Stock may
receive compensation in the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholders&#146; shares, for whom they may act (which
compensation as to a particular broker-dealer might be less than or in excess of customary
commissions). Neither Exide nor the selling stockholder can presently estimate the amount of any
such compensation.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 12 -<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any underwriters, brokers, dealers or agents that participate in
the distribution of the shares of Common Stock may be deemed to be &#147;underwriters&#148; within the
meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them
and any profit on the resale of the Common Stock sold by them may be deemed to be underwriting
discounts and commissions. If a selling stockholder is deemed to be an underwriter, the selling
stockholder may be subject to certain statutory liabilities including, but not limited to Sections
11, 12 and 17 of the Securities Act and Rule&nbsp;10b-5 under the Exchange Act. Selling stockholders
who are deemed underwriters within the meaning of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act. The Commission staff is of a view that
selling stockholders who are registered broker-dealers or affiliates of registered broker-dealers
may be underwriters under the Securities Act. Exide will not pay any compensation or give any
discounts or commissions to any underwriter in connection with the Common Stock being offered by
this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A selling stockholder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the shares of Common Stock in the course of hedging the
positions they assume with that selling stockholder, including, without limitation, in connection
with distributions of the shares of Common Stock by those broker-dealers. A selling stockholder
may enter into option or other transactions with broker-dealers, who may then resell or otherwise
transfer those shares of Common Stock. A selling stockholder may also loan or pledge the shares of
Common Stock offered hereby to a broker-dealer and the broker-dealer may sell the shares of Common
Stock offered by this prospectus so loaned or upon a default may sell or otherwise transfer the
pledged shares of Common Stock offered by this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and other persons participating in the sale or distribution of the
shares of Common Stock will be subject to applicable provisions of the Exchange Act, and the rules
and regulations under the Exchange Act, including Regulation&nbsp;M. This regulation may limit the
timing of purchases and sales of any of the shares of Common Stock by the selling stockholders and
any other person. The anti-manipulation rules under the Exchange Act may apply to sales of shares
of Common Stock in the market and to the activities of the selling stockholders and their
affiliates. Regulation&nbsp;M may restrict the ability of any person engaged in the distribution of the
shares of Common Stock to engage in market-making activities with respect to the particular shares
of Common Stock being distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the shares of Common Stock and the ability of
any person or entity to engage in market-making activities with respect to the shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide cannot assure you that the selling stockholder will sell all or any portion of the
Common Stock offered hereby.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Legal Matters</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jones Day, Chicago, Illinois, will render an opinion as to the validity of the securities
offered by this prospectus.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Experts</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide&#146;s financial statements and management&#146;s assessment of the effectiveness of internal
control over financial reporting (which is included in Management&#146;s Report on Internal Control Over
Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended March&nbsp;31, 2010 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Where You Can Find More Information</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide files annual, quarterly and special reports, proxy statements and other information with
the Commission. Exide&#146;s filings with the Commission are available to the public over the Internet
at the Commission&#146;s web site at http://www.sec.gov. You may also read and copy any document Exide
files at the Commission&#146;s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the public reference room.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 13 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows Exide to &#147;incorporate by reference&#148; the information it files with the
Commission, which means that Exide can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part of this
prospectus, and information that Exide files later with the Commission will automatically update
and supersede this information. The following documents previously filed by Exide with the
Commission are incorporated by reference in this Registration Statement:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exide&#146;s Annual Report on Form 10-K for the year ended March&nbsp;31, 2010, filed
with the Commission on June&nbsp;2, 2010 (File No.&nbsp;001-11263);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exide&#146;s Current Reports on Form 8-K filed May&nbsp;26, 2010, June&nbsp;2, 2010 (as to
Item&nbsp;1.01, Item&nbsp;5.02, and 9.01 only), June&nbsp;15, 2010, and July&nbsp;26, 2010 (File No.
001-11263);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Definitive Proxy Statement on Schedule&nbsp;14A filed with the Commission on August
2, 2010;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the rights to purchase Common Stock contained in Exide&#146;s
Current Report on Form 8-K filed with the Commission on December&nbsp;8, 2008 (File No.
001-11263); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the Common Stock set forth in Exide&#146;s registration statement
on Form 8-A, filed on May&nbsp;6, 2004, pursuant to Section 12(b) of the Exchange Act, as
amended by any amendment or report updating such description (File No.&nbsp;001-57045).</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by Exide pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed except as so modified or superseded,
to constitute a part of this registration statement.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Indemnification of Directors and Officers</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide is incorporated under the laws of the State of Delaware. Section&nbsp;145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers, as well
as other employees and individuals, against expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such persons in connection with
any threatened, pending or completed actions, suits or proceedings in which such persons are made a
party by reason of being or having been a director, officer, employee or agent to the corporation.
The Delaware General Corporation Law provides that Section&nbsp;145 is not excluding other rights to
which those seeking indemnification may be entitled under any certificate of incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. Exide&#146;s bylaws provide
for indemnification by Exide of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a)&nbsp;for any breach of the director&#146;s duty of loyalty to the
corporation or its stockholders, (b)&nbsp;for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c)&nbsp;for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions or (d)&nbsp;for any transactions from
which the director derived an improper personal benefit. Exide&#146;s certificate of incorporation
provides for such limitations of liability to the fullest extent permitted by Delaware General
Corporation Law.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 14 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide entered into indemnification agreements with certain of its officers and all members of
its board of directors. The indemnification agreements provide that Exide will indemnify its
officers and directors party thereto against any losses, expenses and taxes arising from any action
taken against the officers and directors by reason of or relating to their status or actions taken
in their capacity as Exide&#146;s officers or directors. Exide is not responsible for indemnifying
officers and directors for any action initiated or brought voluntarily by any officer or director
against Exide or any of its employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide maintains standard policies of insurance under which coverage is provided (a)&nbsp;to Exide&#146;s
directors and officers against loss arising from claims made by reason of breach of duty or other
wrongful act and (b)&nbsp;to Exide with respect to payments which may be made by Exide to such directors
and officers pursuant to the above indemnification provision or otherwise as a matter of law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers or persons controlling Exide pursuant to the provisions of Exide&#146;s Amended
and Restated Certificate of Incorporation or Amended and Restated By-laws or other indemnification
agreements to which Exide may be a party, Exide has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->- 15 -<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed by Exide with the Commission are incorporated by
reference in this Registration Statement:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exide&#146;s Annual Report on Form 10-K for the year ended March&nbsp;31, 2010, filed
with the Commission on June&nbsp;2, 2010 (File No.&nbsp;001-11263);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exide&#146;s Current Reports on Form 8-K filed May&nbsp;26, 2010, June&nbsp;2, 2010 (as to
Item&nbsp;1.01, Item&nbsp;5.02, and 9.01 only), June&nbsp;15, 2010, and July&nbsp;26, 2010 (File No.
001-11263);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Definitive Proxy Statement on Schedule&nbsp;14A filed with the Commission on August
2, 2010;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the rights to purchase Common Stock contained in Exide&#146;s
Current Report on Form 8-K filed with the Commission on December&nbsp;8, 2008 (File No.
001-11263); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the Common Stock set forth in Exide&#146;s registration statement
on Form 8-A, filed on May&nbsp;6, 2004, pursuant to Section 12(b) of the Exchange Act, as
amended by any amendment or report updating such description (File No.&nbsp;001-57045).</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by Exide pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed except as so modified or superseded,
to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide is incorporated under the laws of the State of Delaware. Section&nbsp;145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers, as well
as other employees and individuals, against expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such persons in connection with
any threatened, pending or completed actions, suits or proceedings in which such persons are made a
party by reason of being or having been a director, officer, employee or agent to the corporation.
The Delaware General Corporation Law provides that Section&nbsp;145 is not excluding other rights to
which those seeking indemnification may be entitled under any certificate of incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. Exide&#146;s bylaws provide
for indemnification by Exide of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a)&nbsp;for any breach of the director&#146;s duty of loyalty to the
corporation or its stockholders, (b)&nbsp;for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c)&nbsp;for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions or (d)&nbsp;for any transactions from
which the director derived an improper personal benefit. Exide&#146;s certificate of incorporation
provides for such limitations of liability to the fullest extent permitted by Delaware General
Corporation Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide entered into indemnification agreements with certain of its officers and all members of
its board of directors. The indemnification agreements provide that Exide will indemnify its
officers and directors party thereto against any losses, expenses and taxes arising from any action
taken against the officers and directors by reason of or relating to their status or actions taken
in their capacity as Exide&#146;s officers or directors. Exide is not responsible for indemnifying
officers and directors for any action initiated or brought voluntarily by any officer or director
against Exide or any of its employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exide maintains standard policies of insurance under which coverage is provided (a)&nbsp;to Exide&#146;s
directors and officers against loss arising from claims made by reason of breach of duty or other
wrongful act and (b)&nbsp;to Exide with respect to payments which may be made by Exide to such directors
and officers pursuant to the above indemnification provision or otherwise as a matter of law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the Shares that may be offered pursuant to this Registration Statement were acquired by
the selling stockholder without registration under the Securities Act pursuant to the exemption
under Section&nbsp;4(2) thereof based on Exide&#146;s understanding of the selling stockholder&#146;s knowledge of
financial and business matters and his access to information about Exide.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Exhibit&nbsp;Index.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration statement; and</TD>
</TR>



</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><I>&nbsp;</I></TD>
    <TD width="1%"><I>&nbsp;</I></TD>
    <TD><I>Provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by
Exide pursuant to Section&nbsp;13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those securities at
that time shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of Exide&#146;s annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of Exide pursuant to the foregoing provisions,
or otherwise, Exide has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by Exide of expenses incurred or paid by a director, officer or controlling
person of Exide in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being
registered, Exide will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.</TD>
</TR>







</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, Exide Technologies certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milton, State of Georgia, on the 2nd day of August, 2010.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>EXIDE TECHNOLOGIES</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Phillip A. Damaska
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Phillip A. Damaska&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="left">Executive Vice President and Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Barbara A. Hatcher and Brad S. Kalter and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement (and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, for the offering which this Registration
Statement relates), and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement on
Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>
<TR><Td>&nbsp;</Td></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James R. Bolch
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President, Chief Executive
Officer and Director<br>(Principal
Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Phillip A. Damaska
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Executive Vice President and
Chief Financial Officer<br>(Principal
Financial Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Louis E. Martinez
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice President, Corporate
Controller and Chief<br>Accounting
Officer <BR>
(Principal Accounting
Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John P. Reilly
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman of the Board of Directors&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Herbert F. Aspbury
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael R. D&#146;Appolonia
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>
<TR><Td>&nbsp;</Td></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ David S. Ferguson
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael P. Ressner
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Carroll R. Wetzel
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;2, 2010</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Certificate of Incorporation of Exide,
incorporated by reference to Exhibit&nbsp;3.1 to Exide&#146;s Quarterly
Report on Form&nbsp;10-Q filed with the Commission on November&nbsp;8, 2007
(File No.&nbsp;001-11263).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of Exide, effective March&nbsp;25, 2010,
incorporated by reference to Exhibit&nbsp;3.1 to of Exide&#146;s Current
Report on Form&nbsp;8-K filed with the Commission on March&nbsp;31, 2010
(File No.&nbsp;001-11263).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of December&nbsp;6, 2008, by and between
Exide Technologies and American Stock Transfer Trust Company, LLC,
incorporated by reference to Exhibit&nbsp;4.1 to Exide&#146;s Registration
Statement on Form&nbsp;8-A filed with the Commission on December&nbsp;8,
2008 (File No.&nbsp;001-11263).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement between Exide and James R. Bolch, dated as of
June&nbsp;10, 2010, incorporated by reference to Exhibit&nbsp;10.1 to
Exide&#146;s Current Report on Form&nbsp;8-K filed with the Commission on
June&nbsp;15, 2010 (File No.&nbsp;001-11263).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Restricted Stock Award Agreement for James R. Bolch,
incorporated by reference to Exhibit&nbsp;10.1 to Exide&#146;s Current
Report on Form&nbsp;8-K filed with the Commission on July&nbsp;26, 2010
(File No.&nbsp;001-11263).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jones Day, counsel to Exide Technologies, as to the
legality of the shares being registered.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jones Day (included in Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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sv8
Table of Contents
As filed with the Securities and Exchange Commission on August 2, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXIDE TECHNOLOGIES
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
23-0552730
(I.R.S. Employer
Identification No.)
13000 Deerfield Parkway
Building 200
Milton, Georgia 30004
(Address, including zip code, of Principal Executive Offices)
Employment Agreement by and between Exide Technologies and James
R. Bolch and Restricted Stock Award Agreement
by and between Exide Technologies and James R. Bolch
(Full title of the plan)
Brad S. Kalter
Vice President, Deputy General Counsel and Corporate Secretary
13000 Deerfield Parkway, Building 200
Milton, Georgia 30004
(Names and address of agent for service)
(678) 566-9048
(Telephone number, including area code, of agent for service)
Copies to:
Timothy J. Melton
Joel T. May
Jones Day
77 West Wacker
Chicago, Illinois 60601
(312) 782-3939
Table of Contents
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price
Aggregate
Amount of
to be Registered
Registered (1)(2)
Per Share (3)
Offering Price (3)
Registration Fee
Common Stock, $0.01 par value
750,000 shares
$
5.96
$
4,470,000
$
318.71
Rights to Purchase Common Stock, par
value $0.01 per share (4)
(1)
Consists of shares of common stock, par value $0.01 per share (the "Common Stock") of Exide Technologies ("Exide"), including the
associated rights to purchase Common Stock, granted on July 26, 2010 as an equity inducement award in the form of restricted stock in
accordance with the Employment Agreement, dated as of June 10, 2010 by and between Exide Technologies and James R. Bolch.
(2)
In addition, pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also relates to
such indeterminate number of additional shares of Common Stock, including the associated rights to purchase Common Stock, as may be issuable
to prevent dilution in the event of a stock dividend, stock split, recapitalization, or other similar changes in the capital structure,
merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of
assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of
the foregoing.
(3)
Determined in accordance with Rules 457(h) and (c) under the Securities Act, based on $5.96, the average of the high and low prices on The
NASDAQ Global Market on July 29, 2010.
(4)
One right to purchase a share of Common Stock will attach to, and be transferable only with, each share of Common Stock. The terms of
these rights to purchase Common Stock are described in the Current Report on Form 8-K filed by Exide with the Securities and Exchange
Commission (the "Commission") on December 8, 2006.
Table of Contents
EXPLANATORY NOTE
The Registration Statement covers 750,000 shares of Common Stock issued pursuant to the
employment agreement, dated June 10, 2010 (the "Employment Agreement"), by and between Exide and
James R. Bolch, and the Restricted Stock Award Agreement, dated as of July 26, 2010, between Exide
and James R. Bolch (the "Restricted Stock Agreement" and, together with the Employment Agreement,
the "Agreements").
This Registration Statement contains two parts. Part I contains a reoffer prospectus pursuant
to Part I of Form S-3 (in accordance with Section C of the General Instructions to the Form S-8).
Part II of this Registration Statement contains information required in the Registration Statement
pursuant to Part II of Form S-8.
REOFFER PROSPECTUS
EXIDE TECHNOLOGIES
750,000 Shares of Common Stock
This prospectus relates to shares of common stock, par value $0.01 per share (the "Common
Stock"), of Exide Technologies ("Exide") issued pursuant to the employment agreement, dated June
10, 2010 (the "Employment Agreement"), by and between Exide and James R. Bolch, and the Restricted
Stock Award Agreement, dated as of July 26, 2010, between Exide and James R. Bolch (the "Restricted
Stock Agreement" and, together with the Employment Agreement, the "Agreements") that may be offered
from time to time by James R. Bolch, Exide's President and Chief Executive Officer, or the selling
stockholder, for his own account. See "Selling Stockholder." The selling stockholder has acquired
the 750,000 shares of Common Stock (the "Shares") pursuant to the terms of the Agreements.
This prospectus has been prepared for the purpose of registering the shares of Common Stock
under the Securities Act of 1933 (the "Securities Act"), to allow for future sale to the public by
the selling stockholder, on a continuous or delayed basis. The selling stockholder and any
participating broker or dealer may be deemed to be an "underwriter" within the meaning of the
Securities Act, in which event any profit on the sale of shares by the selling stockholder and any
commissions or discounts received by those brokers or dealers may be deemed to be underwriting
compensation under the Securities Act.
The Common Stock is quoted on The NASDAQ Global Market under the symbol "XIDE." The last
reported sale price of Common Stock on The NASDAQ Global Market on July 29, 2010 was $5.96 per
share.
Investing in the Common Stock involves risks. You should carefully consider the risk factors
beginning on page 1 of this prospectus and the documents incorporated by reference herein before
making any decision to invest in Common Stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 2, 2010
No person has been authorized to give any information or to make any representation not
contained in this prospectus, and, if given or made, such information or representation must not be
relied upon as having been authorized by Exide. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the Common Stock offered by
this prospectus or an offer to sell or a solicitation of an offer to buy such Common Stock in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of Exide or that
the information herein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
The Company
1
Forward Looking Information
1
Risk Factors
1
Use of Proceeds
11
The Selling Stockholder
11
Plan of Distribution
11
Legal Matters
13
Experts
13
Where You Can Find More Information
13
Indemnification of Directors and Officers
14
EX-5.1
EX-23.1
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The Company
Exide is a global leader in stored electrical energy solutions, and one of the largest
manufacturers and suppliers of lead-acid batteries for transportation and industrial applications
in the world.
Exide is a Delaware corporation organized in 1966 to succeed to the business of a New Jersey
corporation founded in 1888. Exide's principal executive offices are located at 13000 Deerfield
Parkway, Building 200, Milton, Georgia 30004, and Exide's telephone number at that location is
(678) 566-9000.
Forward Looking Information
Except for historical information, this report may be deemed to contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Exide may also make
forward-looking statements in reports filed with the Commission, in materials delivered to
shareholders and in press releases. Forward-looking statements are statements other than
historical information or statements of current condition and relate to matters such as Exide's
future financial performance, future operational performance, and Exide's plans, objectives and
expectations. Some forward-looking statements may be identified by use of terms such as "expects,"
"anticipates," "intends," "estimates," "believes," "projects," "should," "will," "plans" and
similar words.
Forward-looking statements should be considered in conjunction with the cautionary statements
contained in the section entitled "Risk Factors" and elsewhere in this prospectus, in Exide's other
filings with the Commission, and in material incorporated herein and therein by reference. Such
factors and statements have, in some instances, affected and in the future could affect the ability
of Exide to achieve its projected results and may cause actual results to differ materially from
those expressed herein. Exide assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Risk Factors
You should carefully consider the following risks, as well as other information contained, or
incorporated by reference, in this report, before making a decision to purchase the Shares. The
risks described below are not the only risks Exide faces. Any of the following risks could
materially adversely affect Exide's business, financial condition, cash flows, or results of
operations. Additional risks or uncertainties not currently known to Exide or that Exide currently
deems to be immaterial may also adversely affect Exide's business, financial condition, cash flows,
or results of operations. In such case, you may lose all or a substantial part of your investment.
Risks related to Exide's business
Exide has experienced significant fluctuations in raw material prices, particularly lead, and
further changes in the prices of raw materials or in energy costs could have a material adverse
effect on Exide's business, financial condition, cash flows or results of operations.
Lead is the primary material used in the manufacture of batteries, representing approximately
45.0% of Exide's cost of goods sold. Average lead prices quoted on the London Metal Exchange
("LME") have fluctuated dramatically, from $1,654 per metric ton for fiscal 2009 to $1,984 per
metric ton for fiscal 2010. As of May 27, 2010, lead prices quoted on the LME were $1,777 per
metric ton. If Exide is unable to maintain or increase the prices of its products proportionate to
the increase in raw material costs, Exide's gross margins will decline. Exide cannot provide
assurance that it will be able to hedge its lead requirements at reasonable costs or that Exide
will be able to pass on these costs onto its customers. Fluctuations in Exide's prices could also
cause customer demand for Exide's products to be reduced and net sales to decline which could be a
material adverse affect on Exide's business, financial condition, cash flows, or results of
operations. Rising lead costs require Exide to make significant investments in inventory and
accounts receivable, which reduces amounts of cash available for other purposes.
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Exide also consumes significant amounts of polypropylene, steel and other materials in its
manufacturing process and incurs energy costs in connection with manufacturing and shipping of its
products. The market prices of these materials are also subject to fluctuation, which could
further impact Exide's available cash.
Exide's restructuring activities, designed to address the worsening global economy and excess
capacity caused by reduced demand, may not realize the efficiencies anticipated and could result in
additional unanticipated costs, which could have a material adverse effect on Exide's business,
financial condition, cash flows or results of operations.
Exide is continuing to undertake restructuring activities to address excess capacity created,
in part, by worsening economic conditions and reduction in demand for some of Exide's products.
The restructuring plans may involve higher costs or a longer timetable than Exide currently
anticipates, mainly due to the timing and execution of some plans and programs subject to local
labor law requirements, and consultation with appropriate work councils. Exide also expects the
restructuring plans to result in substantial costs related to severance and other employee-related
costs, and these costs may not result in improvements in future financial performance. The
restructuring plans may also subject Exide to litigation risks and expenses. If Exide is unable to
realize the benefits of these restructuring activities or appropriately structure the business to
meet market conditions, the restructuring activities could have a material adverse effect on
Exide's business, financial condition, cash flows or results of operations.
Exide remains subject to a preliminary Commission inquiry.
The Enforcement Division of the Commission is conducting a preliminary inquiry into
statements Exide made during fiscal 2005 about its ability to comply with fiscal 2005 loan
covenants and the going concern qualification in the audit report in Exide's annual report on
Form 10-K for fiscal 2005, which Exide filed with the Commission in June 2005. This preliminary
inquiry remains in process, and should it result in a formal investigation, it could have a
material adverse effect on Exide's business, financial condition, cash flows or results of
operations.
Exide is subject to fluctuations in exchange rates and other risks associated with its non-U.S.
operations which could adversely affect Exide's business, financial condition, cash flows or
results of operations.
Exide has significant manufacturing operations in, and exports to, several countries outside
the U.S. Because such a significant portion of Exide's operations are based overseas, Exide is
exposed to foreign currency risk, resulting in uncertainty as to future asset and liability values,
and results of operations that are denominated in foreign currencies. Exide invoices foreign sales
and service transactions in local currencies, using actual exchange rates during the period, and
translates these revenues and expenses into U.S. Dollars at average monthly exchange rates.
Because a significant portion of Exide's net sales and expenses are denominated in foreign
currencies, the depreciation of these foreign currencies in relation to the U.S. Dollar could
adversely affect Exide's reported net sales and operating margins. Exide translates its
non-U.S. assets and liabilities into U.S. Dollars using current rates as of the balance sheet date.
Therefore, foreign currency depreciation against the U.S. Dollar would result in a decrease in
Exide's net investment in foreign subsidiaries.
In addition, foreign currency depreciation, particularly depreciation of the Euro, would make
it more expensive for Exide's non-U.S. subsidiaries to purchase certain raw material commodities
that are priced globally in U.S. Dollars such as lead, which is quoted on the LME in U.S. Dollars.
Exide does not engage in significant hedging of its foreign currency exposure and cannot assure
that it will be able to hedge its foreign currency exposures at a reasonable cost.
There are other risks inherent in Exide's non-U.S. operations, including:
•
Changes in local economic conditions, including disruption of markets;
•
Changes in laws and regulations, including changes in import, export, labor
and environmental laws;
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•
Exposure to possible expropriation or other government actions; and
•
Unsettled political conditions and possible terrorist attacks against
American interests.
These and other risks may have a material adverse effect on Exide's non-U.S. operations or on
its business, financial condition, cash flows or results of operations.
Exide's liquidity is affected by the seasonality of its business. Warm winters and cool summers
adversely affect Exide.
Exide sells a disproportionate share of its automotive aftermarket batteries during the fall
and early winter. Resellers buy automotive batteries during these periods so that they will have
sufficient inventory for cold weather periods. This seasonality increases Exide's working capital
requirements and makes it more sensitive to fluctuations in the availability of liquidity.
Unusually cold winters or hot summers may accelerate battery failure and increase demand for
automotive replacement batteries. Mild winters and cool summers may have the opposite effect. As
a result, if Exide's sales are reduced by an unusually warm winter or cool summer, it may not be
possible for Exide to recover these sales in later periods. Further, if Exide's sales are
adversely affected by the weather, it cannot make offsetting cost reductions to protect Exide's
liquidity and gross margins in the short-term because a large portion of Exide's manufacturing and
distribution costs are fixed, which could be a material adverse affect on Exide's business,
financial condition, cash flows, or results of operations.
Decreased demand in the industries in which Exide operates may adversely affect its business,
financial condition, cash flows or results of operations.
Exide's financial performance depends, in part, on conditions in the automotive, material
handling, and telecommunications industries which, in turn, are generally dependent on the U.S. and
global economies. As a result, economic and other factors adversely affecting production by
original equipment manufacturers ("OEM") and their customers' spending could adversely impact
Exide's business. Relatively modest declines in customer purchases from Exide could have a
significant adverse impact on its profitability because Exide has substantial fixed production
costs. If Exide's OEM and large aftermarket customers reduce their inventory levels, or reduce
their orders, Exide's performance would be significantly adversely impacted. In this economic
environment, Exide cannot predict future production rates or inventory levels or the underlying
economic factors. Continued uncertainty and unexpected fluctuations may adversely affect Exide's
business, financial conditions, cash flows, or results of operations.
The remaining portion of Exide's battery sales are of aftermarket batteries. The factors
influencing demand for automotive replacement batteries include: (1) the number of vehicles in use;
(2) average battery life; (3) the average age of vehicles and their operating environment;
(4) weather conditions; (5) population growth; and (6) overall economic conditions. Any
significant adverse change in any one of these factors may adversely affect Exide's business,
financial condition, cash flows or results of operations.
The loss of Exide's primary supplier of polyethylene battery separators would have a material
adverse effect on Exide's business, financial condition, cash flows or results of operations.
Exide relies on a single supplier to fulfill certain of its needs for polyethylene battery
separators — a critical component of many of Exide's products. There is no second source that
could readily provide the volume of certain of its polyethylene separators used by Exide. As a
result, any major disruption in supply from this supplier would have a material adverse impact on
Exide's business, financial condition, cash flows or results of operations.
Many of the industries in which Exide operates are cyclical.
Exide's operating results are affected by the general cyclical pattern of the industries in
which its major customer groups operate. Any significant decline in demand for replacement
batteries for automobiles, light trucks, or sport utility vehicles could have a material adverse
impact on Exide's business, financial condition, cash flows or results of operations of Exide's
Transportation segments. To a lesser extent, a prolonged decline in the demand for
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new automobiles, light trucks or sport utility vehicles could also have an adverse impact on
these segments. A weak capital expenditure environment in the telecommunications, uninterruptible
power systems or electric industrial forklift truck markets could have a material adverse effect on
the business, financial condition, cash flows or results of operations of Exide's Industrial Energy
segments.
Exide is subject to pricing pressure from its larger customers.
Exide faces significant pricing pressures in all of its business segments from its larger
customers. Because of their purchasing volume, Exide's larger customers can influence market
participants to compete on price and other terms. Such customers also use their buying power to
negotiate lower prices. If Exide is not able to offset pricing reductions resulting from these
pressures by improved operating efficiencies and reduced expenditures, those price reductions may
have an adverse impact on Exide's business, financial condition, cash flows or results of
operations.
Exide faces increasing competition and pricing pressure from other companies in its industries, and
if Exide is unable to compete effectively with these competitors, Exide's sales and profitability
could be adversely affected.
Exide competes with a number of major domestic and international manufacturers and
distributors of lead-acid batteries, as well as a large number of smaller, regional competitors.
Due to excess capacity in some sectors of its industry and consolidation among industrial
purchasers, Exide has been subjected to continued and significant pricing pressures. The North
American, European and Asian lead-acid battery markets are highly competitive. The manufacturers
in these markets compete on price, quality, technical innovation, service, and warranty. In
addition, Exide is experiencing heightened competitive pricing pressure as Asian producers, which
are able to employ labor at significantly lower costs than producers in the U.S. and Western
Europe, expand their export capacity and increase their marketing presence in Exide's major
markets. If Exide is unable to compete effectively with these competitors, its sales and
profitability could be adversely affected, which could be a material adverse affect on Exide's
business, financial condition, cash flows, or results of operations.
If Exide is not able to develop new products or improve upon its existing products on a timely
basis, Exide's business, financial condition, cash flows or results of operations could be
adversely affected.
Exide believes that its future success depends, in part, on the ability to develop, on a
timely basis, new technologically advanced products or improve on Exide's existing products in
innovative ways that meet or exceed its competitors' product offerings. Maintaining Exide's market
position will require continued investment in research and development and sales and marketing.
Industry standards, customer expectations, or other products may emerge that could render one or
more of Exide's products less desirable or obsolete. Exide may be unsuccessful in making the
technological advances necessary to develop new products or improve its existing products to
maintain its market position. If any of these events occur, they could cause decreases in sales
and have an adverse effect on Exide's business, financial condition, cash flows or results of
operations.
Exide may be adversely affected by the instability and uncertainty in the world financial markets
and the global economy, and uncertainty around potential terrorist activities against global
companies.
Unfavorable changes in global economic conditions, including tightening credit markets,
inflation or recession may result in consumers, businesses and governments deferring or lowering
purchases of Exide's products in the future. In addition, terrorist activities may cause
unpredictable or unfavorable economic conditions and could have a material adverse impact on
Exide's business, financial condition, cash flows or results of operations. These economic
conditions also may impact the ability of Exide's customers to purchase Exide's products and
services. As a result, reserves for doubtful accounts and write-offs of accounts receivable may
increase. In addition, Exide's ability to meet customer's demands depends, in part, on Exide's
ability to obtain timely and adequate delivery of quality materials, parts and components from its
suppliers. If certain key suppliers were to become capacity constrained or insolvent as a result
of the global economic conditions, it could result in a reduction or interruption in supplies or a
significant increase in the price of supplies. If such economic conditions persist, they could
have a material adverse effect on Exide's business, financial condition, cash flows or results of
operations.
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Exide may be unable to successfully implement its business strategy, which could adversely affect
its business, financial condition, cash flows or results of operations.
Exide's ability to achieve its business and financial objectives is subject to a variety of
factors, many of which are beyond Exide's control. For example, Exide may not be successful in
increasing its manufacturing and distribution efficiency through productivity, process improvements
and cost reduction initiatives. Further, Exide may not be able to realize the benefits of these
improvements and initiatives within the time frames Exide currently expects. In addition, Exide
may not be successful in increasing Exide's percentage of captive arrangements and spent-battery
collections or in otherwise hedging its lead requirements, leaving it exposed to fluctuations in
the price of lead. Any failure to successfully implement Exide's business strategy could adversely
affect Exide's business, financial condition, cash flows or results of operations, and could
further impair Exide's ability to make certain strategic capital expenditures and meet its
restructuring objectives.
Exide is subject to costly regulation in relation to environmental and occupational, health and
safety matters, which could adversely affect its business, financial condition, cash flows or
results of operations.
Throughout the world, Exide manufactures, distributes, recycles, and otherwise uses large
amounts of potentially hazardous materials, especially lead and acid. As a result, Exide is
subject to a substantial number of costly regulations. In particular, Exide is required to comply
with increasingly stringent requirements of federal, state, and local environmental, occupational
health and safety laws and regulations in the U.S. and other countries, including those governing
emissions to air, discharges to water, noise and odor emissions; the generation, handling, storage,
transportation, treatment, and disposal of waste materials; and the cleanup of contaminated
properties and human health and safety. Compliance with these laws and regulations results in
ongoing costs. Exide could also incur substantial costs, including cleanup costs, fines, and civil
or criminal sanctions, third-party property damage or personal injury claims, or costs to upgrade
or replace existing equipment, as a result of violations of or liabilities under environmental laws
or non-compliance with environmental permits required at its facilities. In addition, many of
Exide's current and former facilities are located on properties with histories of industrial or
commercial operations. Because some environmental laws can impose liability for the entire cost of
cleanup upon any of the current or former owners or operators, regardless of fault, Exide could
become liable for the cost of investigating or remediating contamination at these properties if
contamination requiring such activities is discovered in the future. Exide may become obligated to
pay material remediation-related costs at its closed Tampa, Florida facility in the amount of
approximately $12.5 million to $20.5 million, and at the Columbus, Georgia facility in the amount
of approximately $6.0 million to $9.0 million.
Exide cannot be certain that it has been, or will at all times be, in complete compliance with
all environmental requirements, or that Exide will not incur additional material costs or
liabilities in connection with these requirements in excess of amounts it has reserved. Private
parties, including current or former employees, could bring personal injury or other claims against
Exide due to the presence of, or exposure to, hazardous substances used, stored or disposed of by
it, or contained in its products, especially lead. Environmental requirements are complex and have
tended to become more stringent over time. These requirements or their enforcement may change in
the future in a manner that could have a material adverse effect on Exide's business, financial
condition, cash flows or results of operations. Exide has made and will continue to make
expenditures to comply with environmental requirements. These requirements, responsibilities and
associated expenditures, if they continue to increase, could have a material adverse effect on
Exide's business, financial condition, cash flows or results of operations. While Exide's costs to
defend and settle claims arising under environmental laws in the past have not been material, Exide
cannot provide assurance that this will remain so in the future.
On November 12, 2008, the Environmental Protection Agency ("EPA") published new lead emissions
standards under the National Ambient Air Quality Standards, which became effective on January 12,
2009. The new standards further restrict lead emissions by reducing the off-site concentration
standards for lead in air from 1.5 micrograms per cubic meter to 0.15 micrograms per cubic meter.
Exide believes that the new standards could impact a number of its U.S. facilities. Under the
Clean Air Act, publication by the EPA of these ambient air quality standards initiates a process by
which the states develop rules implementing the standards, and the likelihood and timing of the
implementation of these emission standards by the states, as adopted, has not been determined.
Although the final impact on Exide's operations cannot be reasonably determined at the current
time, Exide believes
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that the impact of these recently adopted lead emissions standards on its U.S. facilities
could have a material adverse effect on its business, financial condition, cash flows or results of
operations.
The EPA or state environmental agencies could take the position that Exide has liability under
environmental laws that were not discharged in bankruptcy. To the extent these authorities are
successful in disputing the pre-petition nature of these claims, Exide could be required to perform
remedial work that has not yet been performed for alleged pre-petition contamination, which would
have a material adverse effect on Exide's business, financial condition, cash flows or results of
operations.
The EPA or state environmental agencies could take the position that Exide has liability under
environmental laws that were not discharged in bankruptcy. To the extent these authorities are
successful in disputing the pre-petition nature of these claims, Exide could be required to perform
remedial work that has not yet been performed for alleged pre-petition contamination, which would
have a material adverse effect on Exide's financial condition, cash flows or results of operations.
Exide previously has been advised by the EPA or state agencies that it is a "Potentially
Responsible Party" under the Comprehensive Environmental Response, Compensation and Liability Act
or similar state laws at 102 federally defined Superfund or state equivalent sites. At 45 of these
sites, Exide has paid its share of liability. While Exide believes it is probable its liability
for most of the remaining sites will be treated as disputed unsecured claims under the Plan of
Reorganization (the "Plan"), there can be no assurance these matters will be discharged. If
Exide's liability is not discharged at one or more sites, the government may be able to file claims
for additional response costs in the future, or to order Exide to perform remedial work at such
sites. In addition, the EPA, in the course of negotiating this pre-petition claim, had notified
Exide of the possibility of additional clean-up costs associated with Hamburg, Pennsylvania
properties of approximately $35.0 million. The EPA has provided summaries of past costs and an
estimate of future costs that approximate the amounts in its notification; however, Exide disputes
certain elements of the claimed past costs, has not received sufficient information supporting the
estimated future costs, and is in negotiations with the EPA. To the extent the EPA or other
environmental authorities dispute the pre-petition nature of these claims, Exide would intend to
resist any such effort to evade the bankruptcy law's intended result, and believes there are
substantial legal defenses to be asserted in that case. However, there can be no assurance that
Exide would be successful in challenging any such actions.
Regulation and legislation adopted to address possible global climate change could increase Exide's
costs of operation and adversely affect Exide's business, financial condition, cash flows or
results of operations.
Recently, there has been an increasing focus on whether emissions of certain gases, commonly
referred to as "greenhouse gases" including carbon dioxide, may be contributing to certain
atmospheric and other climatic changes. Legislative and regulatory measures directed at limiting
the emissions of greenhouse gases and other possible causes of climate change are in various phases
of discussions or implementation in a number of countries in which Exide operates. Legislative,
regulatory or other efforts in the United States, and international treaties to combat climate
change could result in future increases in the cost of raw materials and energy sources such as
electricity, natural gas and fossil fuels, all of which may result in higher manufacturing and
distribution costs for Exide. Exide's facilities may also be subject to additional regulation
under future climate change policies. Compliance with environmental laws or regulations regarding
the reduction of greenhouse gases could result in significant changes to Exide's facilities and
operations and result in an increased cost of conducting business. If Exide is unable to manage
the financial risks or otherwise recover costs related to complying with climate change regulatory
requirements, it could have a material adverse effect on Exide's business, financial condition,
cash flows or results of operations.
Exide may be adversely affected by legal proceedings to which Exide is, or may become, a party.
Exide and its subsidiaries are currently, and may in the future become, subject to legal
proceedings which could adversely affect its business, financial condition, cash flows or results
of operations.
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The cost of resolving Exide's pre-petition disputed claims, including legal and other professional
fees involved in settling or litigating these matters, could have a material adverse effect on its
business, financial condition, cash flows or results of operations.
At March 31, 2010, there are approximately 145 pre-petition disputed unsecured claims on file
in the bankruptcy case that remain to be resolved through the Plan's claims reconciliation and
allowance procedures. Exide established a reserve of Common Stock and warrants to purchase Common
Stock for issuance to holders of these disputed unsecured claims as the claims are allowed by the
Bankruptcy Court. Although these claims are generally resolved through the issuance of Common
Stock and warrants from the reserve rather than cash payments, the process of resolving these
claims through settlement or litigation requires considerable resources, including expenditures by
Exide for legal and professional fees and the attention of Exide's personnel. These costs could
have a material adverse effect on Exide's business, financial condition, cash flows or results of
operations.
Work stoppages or other labor issues at Exide's facilities or its customers' or suppliers'
facilities could adversely affect Exide's business, financial condition, cash flows or results of
operations.
It is also possible that the portion of Exide's workforce that is unionized may increase in
the future. Contracts covering approximately 264 of Exide's domestic employees expire in fiscal
2011, and the remainder thereafter. In addition, contracts covering most of Exide's union
employees in Europe and the rest of the world expire on various dates through fiscal 2011.
Although Exide believes that its relations with employees are generally good, if conflicts develop
between Exide and its employees' unions in connection with the renegotiation of these contracts or
otherwise, work stoppages or other labor disputes could result. A work stoppage at one or more of
Exide's plants, or a material increase in its costs due to unionization activities, may have a
material adverse effect on Exide's business, financial condition, cash flows or results of
operations. Work stoppages at the facilities of Exide's customers or suppliers may also negatively
affect Exide's business. If any of Exide's customers experience a material work stoppage, the
customer may halt or limit the purchase of Exide's products. This could require Exide to shut down
or significantly reduce production at facilities relating to those products. Moreover, if any of
Exide's suppliers experience a work stoppage, Exide's operations could be adversely affected if an
alternative source of supply is not readily available.
Exide's substantial indebtedness could adversely affect its business, financial condition, cash
flows or results of operations.
Exide has a significant amount of indebtedness. Exide's level of indebtedness could have
significant consequences. For example, it could:
•
limit Exide's ability to borrow money to fund its working capital, capital
expenditures, acquisitions and debt service requirements;
•
limit Exide's flexibility in planning for, or reacting to, changes in its
business and future business opportunities;
•
make Exide more vulnerable to a downturn in its business or in the economy;
•
place Exide at a disadvantage relative to some of its competitors, who may
be less highly leveraged; and
•
require a substantial portion of Exide's cash flow from operations to be
used for debt payments, thereby reducing the availability of cash to fund working
capital, capital expenditures, acquisitions and other general corporate purposes.
One or a combination of these factors could adversely affect Exide's business, financial
condition, cash flows or results of operations. Subject to restrictions in the indenture governing
Exide's senior secured notes and convertible notes and its senior secured credit facility (the
"Credit Agreement"), Exide may incur additional indebtedness, which could increase the risks
associated with its already substantial indebtedness.
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Restrictive covenants limit Exide's ability to operate its business and to pursue its business
strategies, and its failure to comply with these covenants could result in an acceleration of its
indebtedness.
The Credit Agreement and the indenture governing the senior secured notes contain covenants
that limit or restrict Exide's ability to finance future operations or capital needs, to respond to
changing business and economic conditions or to engage in other transactions or business activities
that may be important to its growth strategy or otherwise important to Exide. The Credit Agreement
and the indenture governing Exide's senior secured notes limit or restrict, among other things,
Exide's ability and the ability of its subsidiaries to:
•
incur additional indebtedness;
•
pay dividends or make distributions on Exide's capital stock or certain
other restricted payments or investments;
•
purchase or redeem stock;
•
isue stock of Exide's subsidiaries;
•
make investments and extend credit;
•
engage in transactions with affiliates;
•
transfer and sell assets;
•
effect a consolidation or merger or sell, transfer, lease or otherwise
dispose of all or substantially all of Exide's assets; and
•
create liens on Exide's assets to secure debt.
In addition, the Credit Agreement requires Exide to repay outstanding borrowings with portions
of the proceeds Exide receives from certain sales of property or assets and specified future debt
offerings. Exide's ability to comply with these provisions may be affected by events beyond its
control.
Any breach of the covenants in the Credit Agreement or the indenture governing its senior
secured notes could cause a default under Exide's Credit Agreement and other debt (including the
notes), which would restrict Exide's ability to borrow under its Credit Agreement, thereby
significantly impacting Exide's liquidity which could be a material adverse affect on Exide's
business, financial condition, cash flows or results of operations. If there were an event of
default under any of Exide's debt instruments that was not cured or waived, the holders of the
defaulted debt could cause all amounts outstanding with respect to the debt instrument to be due
and payable immediately. Exide's assets and cash flow may not be sufficient to fully repay
borrowings under its outstanding debt instruments if accelerated upon an event of default. If, as
or when required, Exide is unable to repay, refinance or restructure its indebtedness under, or
amend the covenants contained in, its senior secured credit facility, the lenders under that
facility could institute foreclosure proceedings against the assets securing borrowings under the
Credit Agreement.
Holders of the Common Stock are subject to the risk of dilution of their investment as the result
of the issuance of additional shares of Common Stock and warrants to purchase Common Stock to
holders of pre-petition claims to the extent the reserve of Common Stock and warrants established
to satisfy such claims is insufficient.
On April 15, 2002, (the "Petition Date"), Exide Technologies, together with certain of its
subsidiaries (the "Debtors"), filed voluntary petitions for reorganization under Chapter 11 of the
federal bankruptcy laws ("Bankruptcy Code" or "Chapter 11") in the Bankruptcy Court. The Debtors,
along with the Official Committee of Unsecured Creditors, filed the Plan with the Bankruptcy Court
on February 27, 2004 and, on April 21, 2004, the Bankruptcy Court confirmed the Plan.
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Pursuant to the Plan, Exide has established a reserve of Common Stock and warrants to purchase
Common Stock for issuance to holders of unsecured pre-petition disputed claims. To the extent this
reserve is insufficient to satisfy these disputed claims, Exide would be required to issue
additional shares of Common Stock and warrants, which would result in dilution to holders of the
Common Stock.
Under the claims reconciliation and allowance process set forth in the Plan, the Official
Committee of Unsecured Creditors, in consultation with Exide, established a reserve to provide for
a pro rata distribution of Common Stock and warrants to holders of disputed claims as they become
allowed. As claims are evaluated and processed, Exide will object to some claims or portions
thereof, and upward adjustments (to the extent stock and warrants not previously distributed
remain) or downward adjustments to the reserve will be made pending or following adjudication of
these objections. Predictions regarding the allowance and classification of claims are inherently
difficult to make. With respect to environmental claims in particular, there is inherent
difficulty in assessing Exide's potential liability due to the large number of other potentially
responsible parties. For example, a demand for the total cleanup costs of a landfill used by many
entities may be asserted by the government using joint and several liability theories. Although
Exide believes that there is a reasonable basis in law to believe that it will ultimately be
responsible for only its share of these remediation costs, there can be no assurance that Exide
will prevail on these claims. In addition, the scope of remedial costs or other environmental
injuries are highly variable, and estimating these costs involves complex legal, scientific and
technical judgments. Many of the claimants who have filed disputed claims, particularly
environmental, and personal injury claims produce little or no proof of fault on which Exide can
assess its potential liability and either specify no determinate amount of damages or provide
little or no basis for the alleged damages. In some cases Exide is still seeking additional
information needed for claims assessment, and information that is unknown to Exide at the current
time may significantly affect its assessment regarding the adequacy of the reserve amounts in the
future.
As general unsecured claims have been allowed in the Bankruptcy Court, Exide has distributed
approximately one share of Common Stock of Exide per $383.00 in allowed claim amount and
approximately one warrant per $153.00 in allowed claim amount. These rates were established based
upon the assumption that the new Common Stock and warrants allocated to holders of general
unsecured claims on the effective date, including the reserve established for disputed claims,
would be fully distributed so that the recovery rates for all allowed unsecured claims would comply
with the Plan without the need for any redistribution or supplemental issuance of securities. If
the amount of general unsecured claims that is eventually allowed exceeds the amount of claims
anticipated in the setting of the reserve, additional new Common Stock and warrants will be issued
for the excess claim amounts at the same rates as used for the other general unsecured claims. If
this were to occur, additional new Common Stock would also be issued to the holders of pre-petition
secured claims to maintain the ratio of their distribution in Common Stock at nine times the amount
of Common Stock distributed for all unsecured claims.
Exide's ability to recognize the benefits of deferred tax assets is dependent on future cash flows
and taxable income.
Exide recognizes the expected future tax benefit from deferred tax assets when realization of
the tax benefit is considered to be more likely than not. Otherwise, a valuation allowance is
applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires
management to make significant estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecasted cash flows from operations and the
application of existing tax laws in each jurisdiction. To the extent that future cash flows and
taxable income differ significantly from estimates, the ability of Exide to realize the deferred
tax assets could be impacted. Additionally, future changes in tax laws could limit Exide's ability
to obtain the future tax benefits represented by its deferred tax assets. As of March 31, 2010,
Exide's current and long-term deferred tax assets were $24.4 million and $85.6 million,
respectively.
Negative tax consequences could materially and adversely affect Exide's business, financial
condition, cash flows or results of operations.
Adverse changes in the underlying profitability and financial outlook of Exide's operations in
several jurisdictions could lead to changes in Exide's valuation allowances against deferred tax
assets and other tax reserves on Exide's statement of financial position that could materially and
adversely affect Exide's business, financial condition, cash flows or results of operations.
Additionally, changes in tax laws in the U.S. or in other countries
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where Exide has significant operations could materially affect deferred tax assets and
liabilities on Exide's consolidated statement of financial position and tax expense. Exide is also
subject to tax audits by governmental authorities in the U.S. and in non-U.S. jurisdictions. Exide
is currently subject to a tax audit in Spain for fiscal years 2003 through 2006 that is related to
its current and certain former Spanish subsidiaries. Negative results from one or more such tax
audits could materially and adversely affect Exide's business, financial condition, cash flows, or
results of operations.
Exide is subject to regulation of its international operations that could adversely affect its
business, financial condition, cash flows or results of operations.
Due to Exide's global operations, it is subject to many laws governing international
relations, including those that prohibit improper payments to government officials and restrict
where it can do business, what information or products it can supply to certain countries and what
information it can provide to a non-U.S. government, including but not limited to the Foreign
Corrupt Practices Act and the U.S. Export Administration Act. Violations of these laws, which are
complex and often times difficult to interpret and apply, may result in severe criminal penalties
or sanctions that could have a material adverse effect on Exide's business, financial condition,
cash flows or results of operations.
Risks related to the Common Stock
Sales, or the availability for sale, of substantial amounts of the Common Stock could adversely
affect the value of the Common Stock.
No prediction can be made as to the effect, if any, that future sales of the Common Stock, or
the availability of the Common Stock for future sales, will have on the market price of the Common
Stock. Sales of substantial amounts of the Common Stock in the public market, and the availability
of shares for future sale, including shares of the Common Stock issuable upon exercise of
outstanding options to acquire shares of the Common Stock, shares of the Common Stock that may be
issued upon conversion of Exide's convertible notes and shares covered by warrants issued and
issuable under the Plan, could adversely affect the prevailing market price of the Common Stock.
This in turn would adversely affect the fair value of the Common Stock and could impair Exide's
future ability to raise capital through an offering of equity securities.
The Common Stock is concentrated in the hands of a few of Exide's stockholders, and their interests
may not coincide with yours.
As of May 31, 2007, Tontine Capital Partners, L.P. and certain of its affiliates ("Tontine")
beneficially owned 19.9% of the outstanding Common Stock. Accordingly, Tontine currently have the
ability to exercise significant influence over matters generally requiring stockholder approval.
These matters include the election of directors and the approval of significant corporate
transactions, including potential mergers, consolidations or sales of all or substantially all of
Exide's assets. Your interests as a holder of the Common Stock may differ from the interests of
Tontine.
The Common Stock price may be volatile.
The price at which the Common Stock trades may be volatile and may fluctuate due to factors
such as:
•
Exide's historical and anticipated quarterly and annual operating results;
•
variations between Exide's actual results and analyst and investor
expectations or changes in financial estimates and recommendations by securities
analysts;
•
investor perceptions of Exide and comparable public companies;
•
Exide's ability to comply with financial covenants in its senior credit
facility or other debt obligations; and
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•
conditions and trends in general market conditions.
Fluctuations may be unrelated to or disproportionate to Exide's performance. These
fluctuations may result in a material decline in the trading price of the Common Stock.
Use of Proceeds
Exide will not receive any proceeds from the sale of the Shares by the selling stockholder.
The Selling Stockholder
The Shares that may be offered from time to time pursuant to this prospectus have been
acquired by the selling stockholder pursuant to the Agreements. The following table sets forth (1)
the name of the selling stockholder; (2) the position, office, or other material relationship
between Exide and the selling stockholder; (3) the amount of Common Stock beneficially owned by the
selling stockholder prior to the offering as of the date of this prospectus, including shares
selling stockholder may acquire pursuant to the exercise of previously granted options which have
vested or may vest within 60 days of the date of this prospectus; (4) the amount of Common Stock
that may be offered by the selling stockholder; and (5) the amount of Common Stock to be
beneficially owned by the selling stockholder subsequent to this offering of the Shares by this
prospectus.
Number of
Shares
Common Stock that
Name and Position
Beneficially
Common Stock that
would be Owned
with Exide
Owned
may be Offered
After the Offering
Percent of
Percent of
Number
Outstanding
Number
Outstanding
James R. Bolch,
President and
Chief Executive
Officer
0
*
750,000
**
*
*
0
*
*
*
less than 1%
**
The Shares granted under the Agreements will vest on the third anniversary of the selling
stockholder's employment commencement date with Exide.
Plan of Distribution
Exide has been advised that the selling stockholder, or his pledgees, donees, transferees, or
any successors in interest selling shares received from the selling stockholder as a gift,
partnership distribution or other non-sale-related transfer after the date of this prospectus (all
of whom may be a selling stockholder), may sell the Common Stock from time to time on any stock
exchange or automated interdealer quotation system on which the Common Stock are listed, in the
over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at prices otherwise negotiated. The selling stockholder may sell the Common Stock
by one or more of the following methods, without limitation:
•
block trades in which the broker or dealer so engaged will attempt to sell
the Common Stock as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
•
purchases by a broker or dealer as principal and resale by the broker or
dealer for its own account pursuant to this prospectus;
•
on any national securities exchange or quotation service on which the
Common Stock are listed or quoted at the time of sale;
•
in the over-the-counter market;
•
otherwise than on such exchanges or services or in the over-the-counter
market;
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•
ordinary brokerage transactions and transactions in which the broker
solicits purchases;
•
privately negotiated transactions;
•
short sales;
•
one or more underwritten offerings on a firm commitment or best efforts
basis;
•
transactions which may involve crosses or block transactions;
•
to cover hedging transactions (other than "short sales" as defined in Rule
3b-3 under the Exchange Act) made pursuant to this prospectus;
•
by pledge to secure debts or other obligations;
•
any combination of any of these methods of sale; and
•
any other manner permitted pursuant to applicable law.
The selling stockholder may also transfer the Common Stock by gift. Exide does not know of
any arrangements by the selling stockholder for the sale of any of the Common Stock.
The selling stockholders may engage brokers and dealers, and any brokers or dealers may
arrange for other brokers or dealers to participate in effecting sales of the shares of Common
Stock. These brokers, dealers or underwriters may act as principals, or as an agent of a selling
stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of the
shares at a stipulated price per share. If the broker-dealer is unable to sell shares of Common
Stock acting as agent for a selling stockholder, it may purchase as principal any unsold shares at
the stipulated price. Broker-dealers who acquire shares of Common Stock as principals may
thereafter resell the shares from time to time in transactions in any stock exchange or automated
interdealer quotation system on which the shares of Common Stock are then listed, at prices and on
terms then prevailing at the time of sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block transactions and sales to and through
broker-dealers, including transactions of the nature described above. The selling stockholders may
also sell the shares of Common Stock in accordance with Rule 144 under the Securities Act, rather
than pursuant to this prospectus. In order to comply with the securities laws of some states, if
applicable, the shares of Common Stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers.
From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a
security interest in some or all of the shares owned by them. The pledgees, secured parties or
person to whom the shares have been hypothecated will, upon foreclosure in the event of default, be
deemed to be selling stockholders. The number of a selling stockholder's shares offered under this
prospectus will decrease as and when it takes such actions. The plan of distribution for that
selling stockholder's shares will otherwise remain unchanged. In addition, a selling stockholder
may, from time to time, sell the shares short, and, in those instances, this prospectus may be
delivered in connection with the short sales and the shares offered under this prospectus may be
used to cover short sales.
To the extent required under the Securities Act, the aggregate amount of selling stockholders'
shares being offered and the terms of the offering, the names of any agents, brokers, dealers or
underwriters, any applicable commission and other material facts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or a post-effective amendment to the
registration statement of which this prospectus is a part, as appropriate. Any underwriters,
dealers, brokers or agents participating in the distribution of the shares of Common Stock may
receive compensation in the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholders' shares, for whom they may act (which
compensation as to a particular broker-dealer might be less than or in excess of customary
commissions). Neither Exide nor the selling stockholder can presently estimate the amount of any
such compensation.
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The selling stockholders and any underwriters, brokers, dealers or agents that participate in
the distribution of the shares of Common Stock may be deemed to be "underwriters" within the
meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them
and any profit on the resale of the Common Stock sold by them may be deemed to be underwriting
discounts and commissions. If a selling stockholder is deemed to be an underwriter, the selling
stockholder may be subject to certain statutory liabilities including, but not limited to Sections
11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. Selling stockholders
who are deemed underwriters within the meaning of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act. The Commission staff is of a view that
selling stockholders who are registered broker-dealers or affiliates of registered broker-dealers
may be underwriters under the Securities Act. Exide will not pay any compensation or give any
discounts or commissions to any underwriter in connection with the Common Stock being offered by
this prospectus.
A selling stockholder may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the shares of Common Stock in the course of hedging the
positions they assume with that selling stockholder, including, without limitation, in connection
with distributions of the shares of Common Stock by those broker-dealers. A selling stockholder
may enter into option or other transactions with broker-dealers, who may then resell or otherwise
transfer those shares of Common Stock. A selling stockholder may also loan or pledge the shares of
Common Stock offered hereby to a broker-dealer and the broker-dealer may sell the shares of Common
Stock offered by this prospectus so loaned or upon a default may sell or otherwise transfer the
pledged shares of Common Stock offered by this prospectus.
The selling stockholders and other persons participating in the sale or distribution of the
shares of Common Stock will be subject to applicable provisions of the Exchange Act, and the rules
and regulations under the Exchange Act, including Regulation M. This regulation may limit the
timing of purchases and sales of any of the shares of Common Stock by the selling stockholders and
any other person. The anti-manipulation rules under the Exchange Act may apply to sales of shares
of Common Stock in the market and to the activities of the selling stockholders and their
affiliates. Regulation M may restrict the ability of any person engaged in the distribution of the
shares of Common Stock to engage in market-making activities with respect to the particular shares
of Common Stock being distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the shares of Common Stock and the ability of
any person or entity to engage in market-making activities with respect to the shares.
Exide cannot assure you that the selling stockholder will sell all or any portion of the
Common Stock offered hereby.
Legal Matters
Jones Day, Chicago, Illinois, will render an opinion as to the validity of the securities
offered by this prospectus.
Experts
Exide's financial statements and management's assessment of the effectiveness of internal
control over financial reporting (which is included in Management's Report on Internal Control Over
Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended March 31, 2010 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
Where You Can Find More Information
Exide files annual, quarterly and special reports, proxy statements and other information with
the Commission. Exide's filings with the Commission are available to the public over the Internet
at the Commission's web site at http://www.sec.gov. You may also read and copy any document Exide
files at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the public reference room.
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The Commission allows Exide to "incorporate by reference" the information it files with the
Commission, which means that Exide can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part of this
prospectus, and information that Exide files later with the Commission will automatically update
and supersede this information. The following documents previously filed by Exide with the
Commission are incorporated by reference in this Registration Statement:
(a)
Exide's Annual Report on Form 10-K for the year ended March 31, 2010, filed
with the Commission on June 2, 2010 (File No. 001-11263);
(b)
Exide's Current Reports on Form 8-K filed May 26, 2010, June 2, 2010 (as to
Item 1.01, Item 5.02, and 9.01 only), June 15, 2010, and July 26, 2010 (File No.
001-11263);
(c)
Definitive Proxy Statement on Schedule 14A filed with the Commission on August
2, 2010;
(d)
the description of the rights to purchase Common Stock contained in Exide's
Current Report on Form 8-K filed with the Commission on December 8, 2008 (File No.
001-11263); and
(e)
the description of the Common Stock set forth in Exide's registration statement
on Form 8-A, filed on May 6, 2004, pursuant to Section 12(b) of the Exchange Act, as
amended by any amendment or report updating such description (File No. 001-57045).
All documents subsequently filed by Exide pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed except as so modified or superseded,
to constitute a part of this registration statement.
Indemnification of Directors and Officers
Exide is incorporated under the laws of the State of Delaware. Section 145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers, as well
as other employees and individuals, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such persons in connection with
any threatened, pending or completed actions, suits or proceedings in which such persons are made a
party by reason of being or having been a director, officer, employee or agent to the corporation.
The Delaware General Corporation Law provides that Section 145 is not excluding other rights to
which those seeking indemnification may be entitled under any certificate of incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. Exide's bylaws provide
for indemnification by Exide of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions or (d) for any transactions from
which the director derived an improper personal benefit. Exide's certificate of incorporation
provides for such limitations of liability to the fullest extent permitted by Delaware General
Corporation Law.
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Exide entered into indemnification agreements with certain of its officers and all members of
its board of directors. The indemnification agreements provide that Exide will indemnify its
officers and directors party thereto against any losses, expenses and taxes arising from any action
taken against the officers and directors by reason of or relating to their status or actions taken
in their capacity as Exide's officers or directors. Exide is not responsible for indemnifying
officers and directors for any action initiated or brought voluntarily by any officer or director
against Exide or any of its employees.
Exide maintains standard policies of insurance under which coverage is provided (a) to Exide's
directors and officers against loss arising from claims made by reason of breach of duty or other
wrongful act and (b) to Exide with respect to payments which may be made by Exide to such directors
and officers pursuant to the above indemnification provision or otherwise as a matter of law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers or persons controlling Exide pursuant to the provisions of Exide's Amended
and Restated Certificate of Incorporation or Amended and Restated By-laws or other indemnification
agreements to which Exide may be a party, Exide has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Exide with the Commission are incorporated by
reference in this Registration Statement:
(a)
Exide's Annual Report on Form 10-K for the year ended March 31, 2010, filed
with the Commission on June 2, 2010 (File No. 001-11263);
(b)
Exide's Current Reports on Form 8-K filed May 26, 2010, June 2, 2010 (as to
Item 1.01, Item 5.02, and 9.01 only), June 15, 2010, and July 26, 2010 (File No.
001-11263);
(c)
Definitive Proxy Statement on Schedule 14A filed with the Commission on August
2, 2010;
(d)
the description of the rights to purchase Common Stock contained in Exide's
Current Report on Form 8-K filed with the Commission on December 8, 2008 (File No.
001-11263); and
(e)
the description of the Common Stock set forth in Exide's registration statement
on Form 8-A, filed on May 6, 2004, pursuant to Section 12(b) of the Exchange Act, as
amended by any amendment or report updating such description (File No. 001-57045).
All documents subsequently filed by Exide pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Exide is incorporated under the laws of the State of Delaware. Section 145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers, as well
as other employees and individuals, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such persons in connection with
any threatened, pending or completed actions, suits or proceedings in which such persons are made a
party by reason of being or having been a director, officer, employee or agent to the corporation.
The Delaware General Corporation Law provides that Section 145 is not excluding other rights to
which those seeking indemnification may be entitled under any certificate of incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. Exide's bylaws provide
for indemnification by Exide of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.
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Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions or (d) for any transactions from
which the director derived an improper personal benefit. Exide's certificate of incorporation
provides for such limitations of liability to the fullest extent permitted by Delaware General
Corporation Law.
Exide entered into indemnification agreements with certain of its officers and all members of
its board of directors. The indemnification agreements provide that Exide will indemnify its
officers and directors party thereto against any losses, expenses and taxes arising from any action
taken against the officers and directors by reason of or relating to their status or actions taken
in their capacity as Exide's officers or directors. Exide is not responsible for indemnifying
officers and directors for any action initiated or brought voluntarily by any officer or director
against Exide or any of its employees.
Exide maintains standard policies of insurance under which coverage is provided (a) to Exide's
directors and officers against loss arising from claims made by reason of breach of duty or other
wrongful act and (b) to Exide with respect to payments which may be made by Exide to such directors
and officers pursuant to the above indemnification provision or otherwise as a matter of law.
Item 7. Exemption from Registration Claimed.
All of the Shares that may be offered pursuant to this Registration Statement were acquired by
the selling stockholder without registration under the Securities Act pursuant to the exemption
under Section 4(2) thereof based on Exide's understanding of the selling stockholder's knowledge of
financial and business matters and his access to information about Exide.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
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(iii)
To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by
Exide pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of Exide's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of Exide pursuant to the foregoing provisions,
or otherwise, Exide has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by Exide of expenses incurred or paid by a director, officer or controlling
person of Exide in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being
registered, Exide will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Exide Technologies certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milton, State of Georgia, on the 2nd day of August, 2010.
EXIDE TECHNOLOGIES
By:
/s/ Phillip A. Damaska
Phillip A. Damaska
Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Barbara A. Hatcher and Brad S. Kalter and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement (and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, for the offering which this Registration
Statement relates), and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on
Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ James R. Bolch
President, Chief Executive
Officer and Director
(Principal
Executive Officer)
August 2, 2010
/s/ Phillip A. Damaska
Executive Vice President and
Chief Financial Officer
(Principal
Financial Officer)
August 2, 2010
/s/ Louis E. Martinez
Vice President, Corporate
Controller and Chief
Accounting
Officer
(Principal Accounting
Officer)
August 2, 2010
/s/ John P. Reilly
Chairman of the Board of Directors
August 2, 2010
/s/ Herbert F. Aspbury
Director
August 2, 2010
/s/ Michael R. D'Appolonia
Director
August 2, 2010
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Signature
Title
Date
/s/ David S. Ferguson
Director
August 2, 2010
/s/ Michael P. Ressner
Director
August 2, 2010
/s/ Carroll R. Wetzel
Director
August 2, 2010
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EXHIBIT INDEX
Exhibit
Number
Description
4.1
Amended and Restated Certificate of Incorporation of Exide,
incorporated by reference to Exhibit 3.1 to Exide's Quarterly
Report on Form 10-Q filed with the Commission on November 8, 2007
(File No. 001-11263).
4.2
Amended and Restated Bylaws of Exide, effective March 25, 2010,
incorporated by reference to Exhibit 3.1 to of Exide's Current
Report on Form 8-K filed with the Commission on March 31, 2010
(File No. 001-11263).
4.3
Rights Agreement, dated as of December 6, 2008, by and between
Exide Technologies and American Stock Transfer Trust Company, LLC,
incorporated by reference to Exhibit 4.1 to Exide's Registration
Statement on Form 8-A filed with the Commission on December 8,
2008 (File No. 001-11263).
4.4
Employment Agreement between Exide and James R. Bolch, dated as of
June 10, 2010, incorporated by reference to Exhibit 10.1 to
Exide's Current Report on Form 8-K filed with the Commission on
June 15, 2010 (File No. 001-11263).
4.5
Form of Restricted Stock Award Agreement for James R. Bolch,
incorporated by reference to Exhibit 10.1 to Exide's Current
Report on Form 8-K filed with the Commission on July 26, 2010
(File No. 001-11263).
5.1
Opinion of Jones Day, counsel to Exide Technologies, as to the
legality of the shares being registered.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Jones Day (included in Exhibit 5.1).
24.1
Power of Attorney (included on signature page).