-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q73RH/VLVV5U3fgBdGnLMZdG7DzESSe2fFdz8DI5feS2TbJxDr2faLxOL67X8FMx f60N2SmctK+ndv8bfGDZKg== 0000940180-96-000598.txt : 19961120 0000940180-96-000598.hdr.sgml : 19961120 ACCESSION NUMBER: 0000940180-96-000598 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19961115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABLE DESIGN TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000913142 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 363601505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22724 FILM NUMBER: 96667494 BUSINESS ADDRESS: STREET 1: 661 ANDERSON DR STREET 2: FOSTER PLZ 7 CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129372300 MAIL ADDRESS: STREET 1: FOSTER PLAZA 7 STREET 2: 661 ANDERSEN DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15220 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 1996 or [_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to _________ Commission File No. 0-22724 CABLE DESIGN TECHNOLOGIES CORPORATION (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.) FOSTER PLAZA 7 661 ANDERSEN DRIVE PITTSBURGH, PA 15220 (Address of Principal Executive Offices and Zip Code) (412) 937-2300 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Common Stock, $.01 par value National Association of Securities Dealers Automated Quotation System (National Market System) ("NASDAQ / NMS") Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] - -------------------------------------------------------------------------------- Page 1 of ______ The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant at September 30, 1996, is $516,772,935. The number of shares outstanding of the registrant's Common Stock at September 30, 1996, is 18,188,210. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Cable Design Technologies Corporation Proxy Statement for the Annual Meeting of Shareholders to be held on December 10, 1996, (the "Proxy Statement") are incorporated by reference into Part III. Portions of the 1996 Cable Design Technologies Corporation Annual Report to Shareholders (the "1996 Annual Report") are incorporated by reference into Parts I, II and IV. The undersigned hereby amends Item 14 of its Annual Report on Form 10-K for the fiscal year ended July 31, 1996 by replacing page 29 of Exhibit 13.1 (CDT 1996 Annual Report to Stockholders) included in the original filing with page 29 attached hereto. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. Cable Design Technologies Corporation By:/s/ Paul M. Olson November 15, 1996 ------------------ Paul M. Olson President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Bryan C. Cressey Chairman of the Board November 15, 1996 - -------------------------- Director Bryan C. Cressey /s/ Paul M. Olson Director, President Chief November 15, 1996 - -------------------------- Executive Officer (Principal Paul M. Olson Executive Officer) /s/ Kenneth O. Hale Vice President, Chief Financial November 15, 1996 - -------------------------- Officer, Secretary (Principal Financial Kenneth O. Hale and Principal Accounting Officer) /s/ Bernard J. Bannan Director November 15, 1996 - -------------------------- Bernard J. Bannan /s/ Myron S. Gelbach, Jr. Director November 15, 1996 - -------------------------- Myron S. Gelbach, Jr. /s/ Michael F. O. Harris Director November 15, 1996 - -------------------------- Michael F. O. Harris /s/ Glenn Kalnasy Director November 15, 1996 - -------------------------- Glenn Kalnasy /s/ Richard C. Tuttle Director November 15, 1996 - -------------------------- Richard C. Tuttle
EX-13.1 2 CDT 1996 ANNUAL REPORT Exhibit 13.1 page 29 10. STOCK BENEFIT The Company maintains a Stock Purchase and Option Plan (the PLANS "Former Plan") which was terminated as to future grants effective upon completion of the Company's initial public offering on November 24, 1993 (the "Initial Public Offering"). As of the grant termination date, 2,777,696 options had been granted under the Former Plan to directors, executives and other key employees of the Company. Options issued under the Former Plan have an exercise price equal to the fair market value of the common stock on the date of grant (July 1988 through September 1992) and expire on the earlier of ten years after date of grant or ten days after termination of employment. Substantially all of the outstanding options became fully vested as of the date of the Initial Public Offering. A new Long-Term Performance Incentive Plan (the "Stock Option Plan") was adopted September 23, 1993, and provides for the granting to employees and other key individuals the following types of incentive stock awards: stock options, stock appreciations rights, restricted stock, performance units and grants and other types of awards. The Stock Option Plan is scheduled to terminate in ten years from the date of adoption but may be extended another five years by the Company's Board of Directors for the grant of awards other than incentive stock options. Employee rights to grants pursuant to the Stock Option Plan are forfeited if a recipient's employment terminates within a specified period following the grant. An aggregate of 436,722 shares of common stock were reserved for issuance pursuant to the Stock Option Plan. In fiscal 1995 and fiscal 1996, non- qualified stock options of 150,000 and 270,600, respectively, were granted to various employees. The terms of the stock options include ratable vesting over five years and an exercise price equal to the fair market value of the stock at the date of grant. A new Supplemental Long Term Performance Incentive Plan (the "Supplemental Plan") was adopted in December 1995 and authorizes the grant of awards with respect to 1,200,000 shares of common stock. 750,000 shares are to be reserved for grants only to new members of the Company's management who are employed in connection with acquisitions by the Company. Under the Supplemental Plan, and in conjunction with acquisitions completed by the Company in fiscal 1996, the Company granted 399,400 options under the Supplemental Plan in fiscal 1996. Additionally, in December 1995 the Company adopted the Non- Employee Director Stock Plan (the "Non-Employee Plan"). The Non-Employee Plan provides that shares of common stock having a fair market value of $15,000 be granted annually to each non-employee director each August 1. There were 2,250 shares granted under the Non-Employee Plan in fiscal 1996. -----END PRIVACY-ENHANCED MESSAGE-----