As filed with the Securities and Exchange Commission on October 24, 2006
Registration No. 333-___
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELDEN CDT INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3601505
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices) (Zip Code)
2001 LONG-TERM PERFORMANCE INCENTIVE PLAN
(Full Title of the Plan)
KEVIN L. BLOOMFIELD
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
BELDEN CDT INC.
7701 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MISSOURI 63105
(Name and Address of Agent For Service)
(314) 854-8000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum
Securities to Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered(2) Share(3) Price(3) Registration Fee
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Common Stock, par 2,500,000 shares $39.895 $99,737,500 $10,671.91
value $0.01 per
share, including
the associated
junior participating
preferred stock
Series A purchase
rights(1)
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(1) This registration statement also covers the associated junior participating
preferred stock Series A purchase rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of December 11, 1996, between Belden CDT Inc. (the
"Registrant" or the "Company") and The First National Bank of Boston, as
amended. Until the occurrence of certain events, the Rights will not be
exercisable for or evidenced separately from shares of the Registrant's common
stock, par value $0.01 per share (the "Common Stock").
(2) This Registration Statement also relates to any additional shares of Common
Stock which become issuable under the 2001 Long-Term Incentive Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration that results in an
increase in the number of the outstanding shares of the Registrant's Common
Stock.
(3) Estimated solely for purposes of calculating the registration fee required
by Section 6(b) of the Securities Act of 1933, as amended (the "Securities
Act"), and calculated pursuant to Rules 457(c) and 457(h) under the Securities
Act, the registration fee has been calculated based on the average of the high
and low prices per share of the Registrant's Common Stock as reported on the New
York Stock Exchange on October 20, 2006 ($39.895).
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EXPLANATORY NOTE
This Registration Statement registers an additional 2,500,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), for which a
registration statement (Registration No. 333-73790) filed on this form relating
to the same employee benefit plan is effective.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Belden CDT Inc. (the "Registrant" or "Company") hereby incorporates by
reference into this registration statement the following documents, which have
been previously filed by the Registrant with the Securities and Exchange
Commission (the "Commission") under File No. 001-12561:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 26, 2006 and June 25, 2006;
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 5, 2006, January 27, 2006, February 10, 2006, February 28,
2006, March 31, 2006, August 7, 2006, August 29, 2006, and September 21, 2006;
(d) The description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
December 23, 1996 (File No. 001-12561), as updated by the description of the
Registrant's capital stock contained in the Registrant's Registration Statement
on Form S-4, as amended (File No. 333-113875), under the captions "Description
of CDT Capital Stock" and "Comparison of Rights of Belden Stockholders and CDT
Stockholders," including any amendment or report filed for the purpose of
updating such description; and
(e) The description of the Registrant's junior participating preferred
stock Series A purchase rights contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on December 11, 1996 and amended
on December 23, 1996 (File No. 001-12561), as updated by the description of the
Registrant's junior participating preferred stock Series A purchase rights
contained in
the Registrant's Registration Statement on Form S-4, as amended (File No.
333-113875), under the captions "Description of CDT Capital Stock" and
"Comparison of Rights of Belden Stockholders and CDT Stockholders," including
any amendment or report filed for the purpose of updating such description.
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") subsequent to the effective date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or de-registering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents (other than information furnished under Items 2.02 or
7.01 of Form 8-K or otherwise not filed with the Commission, which is deemed not
to be incorporated by reference in this Registration Statement). These documents
include reports, such as Proxy Statements, Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any statement
contained herein, in an amendment hereto, or in any document incorporated or
deemed to be incorporated herein by reference 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
incorporated or deemed to be incorporated herein by reference, which statement
is also incorporated herein by reference, 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.
The opinion as to the legality of the securities registered hereunder
is being given by Kevin Bloomfield, Vice President, Secretary and General
Counsel of the Registrant. Mr. Bloomfield owns shares of the Company's common
stock, holds options to purchase shares of such common stock, restricted stock
units and performance shares and participates in the Company's employee benefit
plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense
or settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of the Delaware Corporation Law. The Company has obtained a
directors' and officers' liability insurance policy, which insures the Company's
directors and officers against certain liabilities, including liabilities for
which the Company may not be able to indemnify such persons. The Company has
also entered into indemnification agreements with certain of its directors and
executive officers, which provide for indemnification against expenses,
judgments, fines and settlements in connection with threatened or pending
litigation, inquiries or investigations that arise out of the director's or
officer's acts or omissions in his capacity as a director or officer of the
Company to the extent permitted by Delaware law.
Article Eight of the Registrant's Restated Certificate of Incorporation
and Article V of the Registrant's Amended and Restated Bylaws provide for
indemnification and/or exculpation to the fullest extent authorized by the
Delaware Corporation Law for any person who is or was a director or officer of
the Registrant who is or was involved or threatened to be made so involved in
any proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was serving as a director or officer
of the Registrant or was serving at the request of the Registrant as a director
or officer of any other enterprise.
The foregoing is only a general summary of certain aspects of Delaware
law and the Registrant's organizational documents dealing with indemnification
of directors and officers, and does not purport to be complete. It is qualified
in its entirety by reference to the detailed provisions of Section 145 of the
Delaware Corporation Law, Article Eight of the Registrant's Restated Certificate
of Incorporation and Article V of the Registrant's Amended and Restated Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index filed herewith.
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 of 1933;
(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 the 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant 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 of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 County of St. Louis, State of Missouri, as of October 24,
2006.
BELDEN CDT INC.
By: /s/ John S. Stroup
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John S. Stroup
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
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/s/ John S. Stroup President, Chief Executive Officer and October 24, 2006
---------------------------------------- Director (Principal Executive Officer)
John S. Stroup
/s/ Gray Benoist Vice President and Chief Financial Officer October 24, 2006
---------------------------------------- (Principal Financial Officer)
Gray Benoist
/s/ John S. Norman Controller and Chief Accounting Officer October 24, 2006
---------------------------------------- (Principal Accounting Officer)
John S. Norman
/s/ Bryan C. Cressey* Chairman of the Board and Director October 24, 2006
----------------------------------------
Bryan C. Cressey
/S/ Lorne D. Bain* Director October 24, 2006
----------------------------------------
Lorne D. Bain
/s/ Lance C. Balk* Director October 24, 2006
----------------------------------------
Lance C. Balk
/s/ Michael F.O. Harris* Director October 24, 2006
----------------------------------------
Michael F.O. Harris
/s/ Glenn Kalnasy* Director October 24, 2006
----------------------------------------
Glenn Kalnasy
/s/ John M. Monter* Director October 24, 2006
----------------------------------------
John M. Monter
/s/ Bernard G. Rethore* Director October 24, 2006
----------------------------------------
Bernard G. Rethore
*By: /s/John S. Stroup
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John S. Stroup
Attorney-In-Fact
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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3.1 Restated Certificate of Incorporation of the Company (Incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 2004 filed on March 31,
2005).
3.2 Second Amended and Restated Bylaws of the Company (Incorporated by
reference to Exhibit 3.01 to the Company's Current Report on Form
8-K filed on December 6, 2005).
4.1 Rights Agreement dated as of December 11, 1996, between the
Company and Equiserve Trust Company, N.A., successor to The First
National Bank of Boston, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached thereto as
Exhibit B and the Summary of Rights attached thereto as Exhibit C
(Incorporated by reference to Exhibit 1.1 to the Registration
Statement of Cable Design Technologies Corporation ("CDT") on Form
8-A, File Number 000-22724, filed on December 11, 1996).
4.2 Amendment to Rights Agreement (Incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004 filed on November 15, 2004).
4.3 Description of Capital Stock of the Registrant (Incorporated by
reference to the description of capital stock contained in the
Registrant's Registration Statement on Form S-4/A under the
captions "Description of CDT Capital Stock" and "Comparison of
Rights of Belden Stockholders and CDT Stockholders" (File No.
333-113875)).
5.1* Opinion of Counsel.
10.1 Cable Design Technologies Corporation 2001 Long-Term Performance
Incentive Plan (adopted December 6, 2000, as amended)
(incorporated by reference to Appendix II to the Registrant's
Proxy Statement for the 2006 Annual Meeting of Shareholders filed
on April 13, 2006).
23.1* Consent of Independent Registered Public Accounting Firm.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1* Powers of Attorney.
* Filed herewith.