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)
EXECUTIVE EMPLOYMENT AGREEMENT WITH JOHN STROUP
(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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Proposed Maximum Proposed Maximum Amount of
Title of Each Class Amount To Be Offering Price Aggregate Offering Registration
Securities to Be Registered Registered(2) Per Share(3) Price(3) Fee
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Common Stock, par value $0.01 351,580 shares $19.93 $7,006,990 $749.75
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 on Form S-8 (this "Registration Statement")
registers 351,580 shares of Common Stock, including the associated Rights,
of the Registrant issuable pursuant to an Executive Employment Agreement
between the Registrant and John Stroup, dated September 26, 2005. The
Executive Employment Agreement provides for certain equity awards,
including the grant of stock options to purchase 351,580 shares of Common
Stock. This Registration Statement also relates to any additional shares of
Common Stock which become issuable under the Executive Employment Agreement
with respect to the options 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 Rule 457(h) under the Securities Act.
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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
--------- ----- ----
/s/ John S. Stroup President, Chief Executive Officer October 24, 2006
------------------------------------ and Director (Principal Executive
John S. Stroup Officer)
/s/ Gray Benoist Vice President and Chief Financial October 24, 2006
------------------------------------ Officer (Principal Financial Officer)
Gray Benoist
/s/ John S. Norman Controller and Chief Accounting October 24, 2006
------------------------------------ Officer (Principal Accounting
John S. Norman Officer)
/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
-------------------------------
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 Executive Employment Agreement dated September 26, 2005 between the
Company and John Stroup (Incorporated by reference to Exhibit 10.01 to
the Company's Current Report on Form 8-K filed on September 27, 2005).
10.2 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.