8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 16, 2010

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-12561	36-3601505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7733 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT INDEX

 EX-99.1

 EX-99.2

2

Item 8.01. Other Events.

     On November 16, 2010, Belden Inc. (the “Company”) and Juniper Networks (“Juniper”) announced that they have entered into a definitive agreement under which Juniper will acquire Trapeze Networks from the Company for approximately $152 million. While the agreement itself is not a material contract to the Company pursuant to the SEC’s rules and regulations, the press release announcing the transaction is attached hereto as Exhibit 99.1. A slide containing information about the business being divested is attached hereto as Exhibit 99.2.

     The information in this Item 8.01 and in Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that Section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 8.01 and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release, dated November 16, 2010.
99.2	Information slide.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BELDEN INC.
Date: November 16, 2010	By:	/s/ Kevin L. Bloomfield
		Kevin L. Bloomfield
		Senior Vice President, Secretary and General Counsel

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EX-99.1

Exhibit 99.1

Juniper Media Relations:
Cindy Ta	Stephen Stokes
(408) 936-6131	(469) 375-0326
cta@juniper.net	sstokes@webershandwick.com
Juniper Investor Relations:	Belden Investor Relations:
Kathleen Bela	(314) 854-8054
(408) 936-7804	Investor.Relations@belden.com
kbela@juniper.net

Juniper Networks Announces Definitive Agreement to Acquire Trapeze Networks

Adds Leading Mobility Solutions to Advance Juniper’s Vision for the New Network

SUNNYVALE, Calif. and ST. LOUIS, Nov. 16, 2010 – Juniper Networks (NYSE: JNPR) and Belden Inc. (NYSE: BDC) today announced they have entered into a definitive agreement under which Juniper will acquire Trapeze Networks, a technology leader in enterprise wireless local area network (WLAN) systems and management software, in an all cash transaction valued at approximately $152 million. The acquisition is anticipated to close in the fourth quarter of 2010, subject to the satisfaction of customary closing conditions and applicable regulatory reviews.

The acquisition will make WLAN infrastructure a key part of Juniper’s portfolio, accelerating the company’s growth in the enterprise market and advancing its vision for the new network. Trapeze Networks provides the highest levels of WLAN reliability, performance, security and management for today’s most demanding mobile applications. The company’s innovative WLAN technology is highly complementary to Juniper’s campus and branch switching, routing and security business. Customers will be able to build new networks based on Juniper’s end-to-end routing, security, wired and wireless switching infrastructure that improve users’ experience and increase their productivity regardless of location, while delivering lowest total cost of ownership.

Today’s increasingly converged networks demand that network connectivity be available anytime and anywhere for users. The explosion of mobile devices is further fueling the unprecedented need for connectivity, regardless of location or device. A recent report¹ by Dell’Oro Group estimates that the enterprise WLAN technology market will grow from $2.2 billion in 2010 to $3.4 billion in 2014. As the fastest growing Ethernet switching provider in 2010 to date,² Juniper now adds Trapeze’s WLAN products to Juniper’s routing, security and switching portfolio, and will be well positioned to deliver the most scalable, secure and highly-available wired and wireless infrastructure for the enterprise market.

“With the acquisition of Trapeze Networks, we extend our industry leading routing, security and switching portfolio with proven and innovative WLAN technology that will enable our customers to provide a seamless, high-quality, secure experience to their users regardless of where and how they access their network,” said David Yen, executive vice president and general manager, Fabric and Switching Technologies at Juniper Networks. “Juniper’s strong history of technology execution combined with Trapeze’s accomplished team ideally positions the

Juniper Networks Announces Definitive Agreement to Acquire Trapeze Networks

company to deliver end-to-end high-performance networking for the world’s most demanding networks.”

Trapeze Networks currently holds 17 awarded patents – more than any other WLAN provider – with 49 more patent filings pending. Trapeze has developed an innovative architecture called Smart Mobile^® WLAN solution combining the advantages of both centralized and distributed approaches to networking or “intelligent switching.” This architecture allows organizations to adopt high-performance 802.11n networks, deliver high-quality voice for hundreds of users, and scale their WLANs across the enterprise indoors and outdoors without compromising security or manageability. More than 6,000 customers have invested in mobility infrastructure based on the Trapeze Smart Mobile WLAN solution. Trapeze Networks’ products include Mobility System^® Software, a full line of Mobility Exchange^® controllers, Mobility Point^® access points, an advanced access control product, SmartPass^®, the RingMaster^® wireless management suite, antennas and accessories, and location-based software and appliances.

“As the leader in high-performance networking, Juniper represents the ideal provider for us to unlock the value of Trapeze Networks in the global enterprise market,” said John Stroup, president and CEO of Belden Inc. “This agreement enables our organization to remain focused on the long-term growth opportunities for wireless technology in our core markets, including the nascent industrial networking market.”

Belden plans to outline the financial impact of the transaction to Belden in a Form 8-K filed with the Securities and Exchange Commission today.

For more information about today’s news, please refer to the following resources:

§	The Network Ahead blog — www.juniper.net/networkahead
§	Juniper.Net Community — www.juniper.net/community
§	Juniper’s Social Channels — www.juniper.net/social

1)	Dell’Oro Group, “Wireless LAN 5-Year Forecasts 2010-2014,” July 2010.
2)	Dell’Oro Group Vendor Tables – 2Q10 Worldwide Ethernet Switch Report.

About Trapeze Networks

Trapeze Networks, a Belden brand, provides wireless LAN (WLAN) solutions with a focus on unmatched reliability, specializing in industries where always-on connectivity is a business-critical concern such as healthcare, education, manufacturing and hospitality. As part of Smart Mobile^®, its highly distributed edge-networking architecture, Trapeze Networks has pioneered technologies that deliver unprecedented session-level reliability, such as controller virtualization. Trapeze Networks WLANs have been deployed in leading corporations and organizations worldwide, and include some of the largest WLAN deployments to date. More information on: http://trapezenetworks.com.

About Belden

St. Louis-based Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics. It has approximately 6,500 employees, and provides value for industrial automation, enterprise, education, healthcare, entertainment and broadcast,

Juniper Networks Announces Definitive Agreement to Acquire Trapeze Networks

sound and security, transportation, infrastructure, consumer electronics and other industries. Belden has manufacturing capabilities in North America, Europe, and Asia, and a market presence in nearly every region of the world. Belden was founded in 1902, and today is a leader with some of the strongest brands in the signal transmission industry. For more information, visit www.belden.com.

About Juniper Networks

Juniper Networks is in the business of network innovation. From devices to data centers, from consumers to cloud providers, Juniper Networks delivers the software, silicon and systems that transform the experience and economics of networking. The company serves customers and partners worldwide, generating revenues exceeding $3 billion over the last year. Additional information can be found at Juniper Networks (www.juniper.net).

Juniper Networks and Junos are registered trademarks of Juniper Networks, Inc. in the United States and other countries. The Juniper Networks and Junos logos are trademarks of Juniper Networks, Inc. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.

Statements in this release concerning Juniper Networks’ business outlook, future financial results, future product features and performance and overall future prospects, including but not limited to, the completion of the acquisition of Trapeze Networks and the possible effect of the acquisition on Juniper Networks’ product portfolio, business and financial results, are forward looking statements that involve a number of uncertainties and risks. Actual results could differ materially from those anticipated in those forward-looking statements as a result of certain factors, including: the ability to successfully acquire, integrate and manage Trapeze’s business and technologies; general economic conditions globally or regionally; business and economic conditions in the networking industry; the network requirements of enterprises; increases in and the effect of competition; customer and industry analyst perceptions of Juniper Networks and its technology, products and future prospects; delays in scheduled product availability; market acceptance of Juniper Networks’ products and services; rapid technological and market change; product defects, returns or vulnerabilities; the ability to retain key personnel; and other factors listed in our most recent report on Form 10-Q filed with the Securities and Exchange Commission. All statements made in this press release are made only as of the date set forth at the beginning of this release. Juniper Networks undertakes no obligation to update the information in this release in the event facts or circumstances subsequently change after the date of this press release.

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EX-99.2

Exhibit 99.2
 

1 (c) 2010 Belden Inc. Transaction Overview $152 million all cash transaction; approximately $40 million after-tax gain on sale expected Anticipated to close in fourth quarter 2010 Subject to customary closing conditions Subject to regulatory review under Hart-Scott-Rodino Antitrust Improvement Act Belden to retain a perpetual, royalty-free license to all of the intellectual property (IP) in Trapeze Networks Licensing agreement provides for free software maintenance upgrades for 3-year term Licensing agreement provides for fee-based engineering support to integrate the code for use in products for the industrial wireless local area network (WLAN) market