-----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, WMGYKsv+j6jzNGz/NeuKtQmKdCpTxXbyiwczzQHe2pyHuVCJ+sA2TER9SEICOK1m YTPACbrigDa2r24MiOA00A== 0000950130-96-004887.txt : 19961224 0000950130-96-004887.hdr.sgml : 19961224 ACCESSION NUMBER: 0000950130-96-004887 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961223 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12561 FILM NUMBER: 96684845 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 8-A12B/A 1 AMENDMENT NO.1 TO THE FORM 8A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-A ON FORM 8-A/A ___________________________ For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 CABLE DESIGN TECHNOLOGIES CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-3601505 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) Foster Plaza 7, 661 Andersen Drive, Pittsburgh, Pennsylvania 15220 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [_] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Preferred Stock Purchase Rights, New York Stock Exchange with respect to Common Stock, par value $.01 per share Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) This document contains 27 pages. The Exhibit Index is located on page 7. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED: ------ Preferred Stock Purchase Rights ------------------------------- On December 10, 1996, the Board of Directors of Cable Design Technologies Corporation (the "Company") authorized the issuance of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The distribution is payable to the stockholders of record at the close of business on December 26, 1996 (the "Record Date"), and with respect to all Common Shares that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, and the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of a Junior Participating Preferred Stock, Series A, par value $.01 per share, of the Company (the "Preferred Shares") at a price of $150.00 per one one- thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The First National Bank of Boston, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the expiration of the Company's redemption rights following the date of public disclosure that a person or group other than certain exempt persons (an "Acquiring Person"), together with persons affiliated or associated with such Acquiring Person (other than those that are exempt persons), has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares (the "Stock Acquisition Date") or (ii) the tenth business day after the date of commencement or public disclosure of an intention to commence a tender offer or exchange offer by a person other than an exempt person if, upon consummation of the offer, such person could acquire beneficial ownership of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by Common Share certificates and not by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), new Common Share certificates issued after December 26,1996, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights) the surrender for transfer of any certificate for Common Shares, with or without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and such separate Right Certificates alone will evidence the Rights. The Rights will first become exercisable after the Distribution Date (unless sooner redeemed or exchanged). The Rights will expire at the close of business on December 11, 2006 (the "Expiration Date"), unless earlier redeemed or exchanged by the Company as described below. - 2 - The Purchase Price payable, and the number of Preferred Shares or other securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights, options or warrants to subscribe for Preferred Shares or securities convertible into Preferred Shares at less than the current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). In addition, the Purchase Price payable and the number of Preferred Shares purchasable, on exercise of a Right is subject to adjustment in the event that the Company should (i) declare or pay any dividend on the Common Shares payable in Common Shares or (ii) effect a subdivision or combination of the Common Shares into a different number of Common Shares. In the event that a person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees (which will thereafter be void), shall thereafter have the right to receive upon exercise of such Right that number of Common Shares (or other securities) having at the time of such transaction a market value of two times the exercise price of the Right. In the event that a person becomes an Acquiring Person and the Company is involved in a merger or other business combination transaction where the Company is not the surviving corporation or where Common Stock is changed or exchanged or in a transaction or transactions in which 50% or more of its consolidated assets or earning power are sold, proper provision shall be made so that each holder of a Right (other than such Acquiring Person and certain related persons or transferees) shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In addition, the Company's Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights) for an equal number of Common Shares in the manner described in the Rights Agreement. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise. At any time prior to public disclosure that an Acquiring Person has become such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), payable in cash, shares (including fractional shares) of Common Stock or any other form of consideration deemed appropriate by the Board of Directors. Immediately upon action of the Board of Directors ordering redemption of the Rights, the ability of holders to exercise the Rights will terminate and the only rights of such holders will be to receive the Redemption Price. - 3 - At any time prior to a public disclosure that an Acquiring Person has become such, the Board of Directors of the Company may amend or supplement the Rights Agreement without the approval of the Rights Agent or any holder of the Rights, except for an amendment or supplement which would change the Redemption Price, provide for an earlier expiration date of the Rights or change the Purchase Price. Thereafter, the Board of Directors of the Company may amend or supplement the Rights Agreement without such approval only to cure ambiguity, correct or supplement any defective or inconsistent provision or change or supplement the Rights Agreement in any manner which shall not adversely affect the interests of the holders of the Rights (other than an Acquiring Person or an affiliate or associate thereof). Immediately upon the action of the Board of Directors providing for any amendment or supplement, such amendment or supplement will be deemed effective. The Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of $25.00 per share and 1,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment equal to the greater of $100.00 per share and 1,000 times the payment made per Common Share. Each Preferred Share will have 1,000 votes per share, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. These rights are protected by customary antidilution provisions. The Rights have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group other than an exempt person that attempts to acquire the Company on terms not approved by the Board, except pursuant to an offer conditioned on a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors prior to the time a person or group other than an exempt person has acquired beneficial ownership of 20% or more of the Common Shares, because until such time the Rights may generally be redeemed by the Company at $.01 per Right. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. This summary description of the Rights does not purport to be complete and is quali fied in its entirety by reference to the Rights Agreement incorporated by reference as Exhibit 1.1 to the Company's Registration Statement on Form 8-A, as filed on December 11, 1996. The Company has filed an application to list the Rights on the New York Stock Exchange ("NYSE"). Upon approval of such application, the Company plans to delist the Rights from the NASDAQ National Market. This Amendment No. 1 to Form 8-A is being filed to list the Rights on the NYSE. - 4 - ITEM 2. EXHIBITS ------ -------- 2.1 Report on Form 10-K for fiscal year ended July 31, 1996, as filed on October 29, 1996 and incorporated herein by reference. 2.2 Quarterly Report on Form 10-Q for the period ended October 31, 1996, as filed on December 16, 1996 and incorporated herein by reference. 2.3 1996 Proxy Statement, as filed on November 12, 1996 and incorporated herein by reference. 2.4 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant and Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A of the Registrant, as filed with the Secretary of State of Delaware on December 11, 1996. 2.5 By-laws of the Registrant. Incorporated herein by reference to Exhibit 3.2 to the Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-00554) as filed on February 28, 1996. 2.6 Rights Agreement dated as of December 11, 1996 between Cable Design Technologies Corporation and 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 herein by reference to the Company's Registration Statement on Form 8-A as filed on December 11, 1996. 2.7 New York Stock Exchange Listing Application, including the Registrant's Annual Report on Form 10-K attached thereto as Exhibit A, as filed on October 29, 1996 and incorporated herein by reference, the Registrant's Proxy Statement attached thereto as Exhibit B, as filed on November 12, 1996 and incorporated herein by reference and the Registrant's 1996 Annual Report attached thereto as Exhibit C and incorporated herein by reference to Exhibit 13.1 of the Registrant's Annual Report on Form 10-K, as filed on October 29, 1996. - 5 - SIGNATURES ---------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. CABLE DESIGN TECHNOLOGIES CORPORATION By: /s/ Kenneth O. Hale ------------------- Vice President, Chief Financial Officer and Secretary Date: December 23, 1996 - 6 - EXHIBIT INDEX
Exhibit No. Description Page No. - ----------- ----------- -------- 2.1 Report on Form 10-K for fiscal year ended July 31, 1996, as filed on October 29, 1996 and incorporated herein by reference. 2.2 Quarterly Report on Form 10-Q for the period ended October 31, 1996, as filed on December 16, 1996 and incorporated herein by reference. 2.3 1996 Proxy Statement, as filed on November 12, 1996 and incorporated herein by reference. 2.4 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant and Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A of the Registrant, as filed with the Secretary of State of Delaware on December 11, 1996. 8 2.5 By-laws of the Registrant. Incorporated herein by reference to Exhibit 3.2 to the Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333- 00554) as filed on February 28, 1996. 2.6 Rights Agreement dated as of December 11, 1996 between Cable Design Technologies Corporation and 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 herein by reference to the Company's Registration Statement on Form 8-A as filed on December 11, 1996. 2.7 New York Stock Exchange Listing Application, including the Registrant's Annual Report on Form 10-K attached thereto as Exhibit A, as filed on October 29, 1996 and incorporated herein by reference, the Registrant's Proxy Statement attached thereto as Exhibit B, as filed on November 12, 1996 and incorporated herein by reference and the Registrant's 1996 Annual Report attached thereto as Exhibit C and incorporated herein by reference to Exhibit 13.1 of the Registrant's Annual Report on Form 10-K, as filed on October 29, 1996. 16
EX-2.4 2 CERTIFICATE OF AMENDMENT EXHIBIT 2.4 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF CABLE DESIGN TECHNOLOGIES CORPORATION Pursuant to Sections 242 of the Delaware Corporation Law of the State of Delaware, the undersigned, being the Vice President, Chief Financial Officer and Secretary of Cable Design Technologies Corporation, a Delaware corporation (the "Corporation") does hereby certify the following: FIRST: The name of the Corporation is Cable Design Technologies Corporation. SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 18, 1988 and the Restated Certificate of Incorporation was filed on November 10, 1993. THIRD: The Restated Certificate of Incorporation of the Corporation is hereby amended to effect a change in Article Four thereof, relating to the authorized shares of the Corporation, accordingly the first paragraph of ARTICLE ------- FOUR of the Restated Certificate of Incorporation shall be amended to read as - ---- follows: "ARTICLE FOUR ------------ Authorized Shares. The total number of shares of all classes of stock of ----------------- which the Corporation shall have authority to issue is 101,000,000 of which One Hundred Million (100,000,000) shall be common stock ("Common Stock") and One Million (1,000,000) shall be Preferred Stock ("Preferred Stock"), each of which shall have a par value of One Cent ($0.01) per share." FOURTH: The amendment to the Restated Certificate of Incorporation of the Corporation effected hereby was approved by the Board of Directors of the Corporation and the stockholders of the Corporation. IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 11th day of December, 1996. CABLE DESIGN TECHNOLOGIES CORPORATION By: /s/Kenneth O. Hale ----------------------------------- Name: Kenneth O. Hale Title: Vice President, Chief Financial Officer and Secretary CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A OF CABLE DESIGN TECHNOLOGIES CORPORATION Pursuant to Section 151 of the Corporation Law of the State of Delaware I, Kenneth Hale, Chief Financial Officer of Cable Design Technologies Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY: That pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation of the Corporation, the Board of Directors on December 10, 1996, adopted the following resolution creating a series of 100,000 shares of Preferred Stock designated as Junior Participating Preferred Stock, Series A: RESOLVED, that pursuant to the authority vested in the Board by ARTICLE FOUR of the Restated Certificate of Incorporation and out of the Preferred Stock authorized therein, the Board hereby authorizes that a series of Preferred Stock of the Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Section 1. Designation and Amount. The shares of such series shall ---------------------- be designated as "Junior Participating Preferred Stock, Series A" (the "Series A Preferred Stock") and the number of shares constituting such series shall be 100,000. Section 2. Dividends and Distributions. --------------------------- (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $25.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time after January 1, 1997 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a greater number of shares or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. -2- Section 3. Voting Rights. The holders of shares of Series A Preferred ------------- Stock shall have the following voting rights: (A) Each share of Series A Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as otherwise provided herein, in the Restated Certificate of Incorporation or by-laws, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (1) the number of Directors shall be increased by two, effective as of the time of election of such Directors as herein provided, and (2) the holders of Series A Preferred Stock and the holders of other Preferred Stock upon which these or like voting rights have been conferred and are exercisable (the "Voting Preferred Stock") with dividends in arrears equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two Directors. (ii) During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. (iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, an Executive Vice President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this -3- paragraph (C)(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the number of Directors shall be such number as may be provided for in the Restated Certificate of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Restated Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (D) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. -------------------- (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: -4- (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corpora tion unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Preferred Stock ----------------- purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. Upon any -------------------------------------- liquidation, dissolution or winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (i) $100 per share, plus an amount equal to accrued and -5- unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (ii) an aggregate amount per share, equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) times the aggregate amount to be distributed per share to holders of Common Stock, or (B) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. Section 7. Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock then outstanding shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. Section 8. No Redemption. The shares of Series A Preferred Stock shall ------------- not be redeemable. Section 9. Amendment. The Restated Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class. -6- IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 11th day of December, 1996. /s/ Kenneth Hale ----------------------------------- Name: Kenneth Hale Title: Chief Financial Officer -7- EX-2.7 3 NYSE LISTING APPLICATION EXHIBIT 2.7 CABLE DESIGN TECHNOLOGIES CORPORATION NEW YORK STOCK EXCHANGE LISTING APPLICATION December 23, 1996 LISTING APPLICATION TO NEW YORK STOCK EXCHANGE, INC. NYSE #_______________ CABLE DESIGN TECHNOLOGIES CORPORATION 22,222,301 Shares of Common Stock Par Value $.01 Per Share CUSIP 12692410-9 Rights to Purchase Series A Junior Participating Preferred Stock Par Value $.01 Per Share ORIGINAL LISTING ================================================================================ Number of Shares of Common Stock Number of Beneficial Common Stockholders issued as of December 18, 1996: as of December 18, 1996: 6,942 18,196,710 (includes 0 Treasury Shares) ================================================================================ DESCRIPTION OF TRANSACTION This listing application is the original application of Cable Design Technologies Corporation, a Delaware corporation ("CDT" or the "Company"), for the listing of 22,222,301 shares of its Common Stock, $.01 par value per share ("Shares"), on the New York Stock Exchange, Inc. (the "Exchange"). This application covers (i) 18,196,710 outstanding shares of Common Stock, (ii) 181,848 shares of Common Stock which are reserved for issuance and may be issued pursuant to the Consulting Agreement among the Company, Cable Design Technologies Inc.("CDT Inc.") and Michael F.O. Harris and the Consulting Agreement among the Company, CDT Inc. and Glenn Kalnasy (collectively, the "Consulting Agreements"), (iii) 2,123,730 shares of Common Stock which are reserved for issuance and may be issued pursuant to the Company's Stock Purchase and Option Plan, (iv) 419,022 shares of Common Stock which are reserved for issuance and may be issued pursuant to the Company's Long-Term Performance Incentive Plan, (v) 29,753 shares of Common Stock which are reserved for issuance and may be issued pursuant to the Company's Management Stock Award Plan, (vi) 1,200,000 shares of Common Stock which are reserved for issuance and may be issued pursuant to the Company's Supplemental Long-Term Performance Incentive Plan, (vii) 71,238 shares of Common Stock which are reserved for issuance and may be issued pursuant to the Company's Non-Employee Director Stock Plan and (viii) Rights to Purchase a one one-thousandth of a share of Series A Junior Participating Preferred Stock issued pursuant to the Company's 1996 Rights Agreement which trade with the Company's Common Stock unless and until separated. For additional information required in connection with this application, reference will be made to (i) the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1996, which is attached hereto as Exhibit A; (ii) the Company's Proxy Statement dated November 12, 1996 for the Annual Meeting of Stockholders to be held on December 10, 1996, which is attached hereto as Exhibit B; and (iii) the Company's 1996 Annual Report to Stockholders, which is attached hereto as Exhibit C. SHARES APPLIED FOR BUT NOT YET ISSUED As of December 18, 1996, 181,848 shares of the Company's Common Stock were reserved for issuance under the Company's Consulting Agreements, 2,123,730 shares of Common Stock were reserved for issuance under the Company's Stock Purchase and Option Plan; 419,022 shares of Common Stock were reserved for issuance under the Company's Long-Term Performance Incentive Plan; 29,753 shares of Common Stock were reserved for issuance under the Company's Management Stock Award Plan; 1,200,000 shares of Common Stock were reserved for issuance under the Company's Supplemental Long-Term Performance Incentive Plan; and 71,238 shares of Common Stock were reserved for issuance under the Company's Non- Employee Director Stock Plan. In addition, this listing application is for listing Rights to Purchase a one one-thousandth of a share of Series A Junior Participating Preferred Stock issued pursuant to the Company's 1996 Rights Agreement which trade with the Company's Common Stock unless and until separated. Consulting Agreements. In 1988, the Company entered into consulting --------------------- agreements with each of Michael F.O. Harris and Glenn Kalnasy (the "Consultants") ("Consulting Agreements") whereby the Consultants were granted options to purchase up to 234,196 shares of the Company's Common Stock. 181,848 options remain unexercised under the Consulting Agreements. The options issued under the Consulting Agreements have an exercise price equal to the fair market value of the Common Stock on the date of grant (July 14, 1988) and expire on the earlier of ten years after date of grant or ten days after the termination of the Consulting Agreements. Stock Purchase and Option Plan. The Company maintains a Stock Purchase and ------------------------------ Option Plan (the "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. 2,123,730 options remain unexercised under the Former Plan. 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. Long-Term Performance Incentive Plan. The 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 2 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. 402,900 options remain unexercised under the Stock Option Plan. 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. Management Stock Award Plan. The Management Stock Award Plan (the "Stock --------------------------- Award Plan") was adopted September 23, 1993 and provides for a grant of 59,507 shares of common stock of the Company to certain non-officer employees and other individuals who perform significant services for the benefit of the Company. Under the Stock Award Plan, the Company granted 59,507 shares of Common Stock on May 1, 1994. Pursuant to such award, 25% of the total number of shares granted vest each May 1 beginning May 1, 1995 through May 1, 1998. 29,754 shares have been issued to date and 29,753 shares are expected to be issued through May 1, 1998. Supplemental Long-Term Performance Incentive Plan. The 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 of such shares are 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. Non-Employee Director Stock Plan. 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 and 1,512 shares have been granted to date in fiscal 1997. 1996 Rights Agreement. The Rights Agreement (the "Rights Agreement") was --------------------- adopted on December 10, 1996 and authorizes the issuance of one preferred share purchase right (a "Right") for each outstanding share of common stock of the Company. The distribution is payable to the stockholders of record at the close of business on December 26, 1996 ("Record Date"), and with respect to all Common Stock that becomes outstanding after the Record Date and prior to the earliest of the Distribution Date, as defined in the Rights Agreement, the redemption of the Rights, the exchange of the Rights, or the expiration of the rights. Each Right entitles the registered holder to purchase from the Company one one- thousandth of a share of a Junior Participating Preferred Stock, Series A, par value $1.00 per share of the Company ("Preferred Shares") at a price of $150.00 per one one-thousandth of a Preferred Share, subject to adjustment. AUTHORITY FOR ISSUANCE Listed below are the dates of approval by the Board of Directors and, where required, the stockholders of the Company of the issuance of shares of Common Stock not yet issued but for which application to list is being made and for the Rights: 3 Board of Stockholders' Plan Directors' Approval Approval - ---- ------------------- -------- Consulting Agreement among the July 14, 1988 Company, CDT Inc. and Michael F.O. Harris and Consulting Agreement among the Company, CDT Inc. and Glen Kalnasy Stock Purchase and Option Plan December 28, 1988 December 29, 1988 Long-Term Performance Incentive Plan September 23, 1993 November 1, 1993 Management Stock Award Plan September 23, 1993 Supplemental Long-Term Performance September 11, 1995 December 12, 1995 Incentive Plan Non-Employee Director Stock Plan September 11, 1995 December 12, 1995 1996 Rights Agreement/1/ December 10, 1996 HISTORY AND BUSINESS The Company, as it exists today, was incorporated on May 18, 1988, but was conceived in 1985 by its current President and Chief Executive Officer, Paul Olson, together with other members of current management, shortly after West Penn was acquired by a group of investors. In 1988, the Company underwent a recapitalization pursuant to which GTC Fund II purchased a controlling interest in the Company. On July 14, 1988, the Company acquired all of the outstanding capital stock of Cable Design Technologies Inc. (formerly Intercole Inc.) and continues to hold such stock. The Company is a leading designer and manufacturer of technologically advanced electronic data transmission cables made of copper, fiber optic and copper/fiber optic composites. The Company's products link sophisticated electronic equipment for local area networks, wide area networks, high speed multimedia applications, computer interconnection applications, and automation, sound and safety systems applications. A narrative description of the Company's business is set forth under Item 1 of the Company's 1996 Form 10-K, which is attached hereto as Exhibit A. - ---------- /1/ Common Stock would only be issuable under the 1996 Rights Plan if the Rights separated and the Preferred Shares "flipped-in" and became exercisable for Common Stock pursuant to the terms of the 1996 Rights Agreement. 4 PROPERTY DESCRIPTION The Company maintains its administrative offices and manufacturing and warehousing facilities in various locations, which are either leased or owned. A description of these properties is set forth under Item 2 of the Company's 1996 Form 10-K under the caption "Properties," which is attached hereto as Exhibit A. AFFILIATED COMPANIES A list of the Company's subsidiaries is set forth in Exhibit A attached hereto. MANAGEMENT The names, titles and other information with respect to the Company's directors and executive officers are set forth in the Company's 1996 Proxy Statement under the caption "Information Regarding Nominees for Election of Directors" which is attached hereto as Exhibit B. CAPITALIZATION The Company's original authorized capital stock consisted of 25,000,000 shares of Common Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. At the Annual Meeting on December 10, 1996, the stockholders of the Company voted to adopt an amendment to the Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock to 100,000,000 shares. On December 11, 1996, the Company filed an amendment to the Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware which provided for authorized capital stock consisting of 100,000,000 shares of Common Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. On December 11, 1996, the Company also filed a Certificate of Designation whereby 100,000 shares of Preferred Stock was designated as Junior Participating Preferred Stock, Series A. The Rights Agreement was adopted on December 10, 1996 and authorizes the issuance of a Right for each outstanding share of common stock of the Company. The distribution is payable to the stockholders of record at the close of business on the Record Date, and with respect to all Common Stock that becomes outstanding after the Record Date and prior to the earliest of the Distribution Date, as defined in the Rights Agreement, the redemption of the Rights, the exchange of the Rights, and the expiration of the rights. Each Right entitles the registered holder to purchase from the Company Preferred Shares at a price of $150.00 per one one-thousandth of a Preferred Share, subject to adjustment. FUNDED DEBT Reference is made to page 24 of the Company's 1996 Annual Report under Note 7 to the Notes to the Consolidated Financial Statements which is attached hereto as Exhibit C. 5 STOCK PROVISIONS The Company's authorized capital stock consists of 100,000,000 shares of Common Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. Dividend Rights - -------- ------ Dividend payments are limited by the provisions of instruments relating to long-term debt. Voting Rights - ------ ------ Each holder of the Company's Common Stock is entitled to one vote for each share held. Liquidation Rights - ----------- ------ Holders of the Company's Common Stock are entitled on liquidation to receive the net assets of the Company in proportion to the respective number of shares held by them. Preemptive Rights - ---------- ------ The holders of the Company's Common Stock do not have any preemptive rights to subscribe or to purchase any shares of Common Stock or any other securities which may be issued by the Company except as provided in the Company's 1996 Rights Agreement. Miscellaneous - ------------- All of the outstanding shares of the Common Stock of the Company are fully paid and nonassessable. The Company regularly sends annual reports containing audited consolidated financial statements to its stockholders. The outstanding shares of the Company's Common Stock are currently listed on the NASDAQ National Market System. EMPLOYEES - LABOR RELATIONS As of November 29, 1996, the Company and its subsidiaries employed approximately 2,200 employees. Employment is not subject to material seasonal fluctuation. The Company has not experienced any material work stoppages due to labor disagreements during the past three years. The Company maintains certain bonus and compensation plans for certain employees. See pages 7 through 9 of the Company's 1996 Proxy Statement, which is attached hereto as Exhibit B. The Company also maintains various defined contribution plans and defined benefit plans as well as various life, disability, dental and medical employee benefit plans for all employees. 6 STOCKHOLDER RELATIONS The Company's policy is to keep stockholders informed on a timely basis about financial and other affairs of the Company. Quarterly reports containing unaudited financial information as well as comments on the results of operations and other significant events generally are to be mailed to stockholders within 45 days after the end of each fiscal quarterly period. Interim statements of earnings are to be released to the public as soon as available, usually within 30 days after the end of each fiscal quarter. Fiscal year-end audited financial information is released publicly as soon as available. Annual reports, including audited financial statements and proxy materials relating to the Company's annual meeting of stockholders, generally are to be mailed to stockholders in early December. News of significant developments is to be released to the public as soon as possible. DIVIDEND RECORD The Company has not paid dividends to its stockholders. OPTIONS, WARRANTS, CONVERSION RIGHTS, ETC. See "Shares Applied For But Not Yet Issued," above. LITIGATION For a description of all pending material litigation involving the Company or its subsidiaries, please see "Legal Proceedings," on pages 6 and 7 of the Company's 1996 Form 10-K Report which is attached hereto as Exhibit A. BUSINESS, FINANCIAL, AND ACCOUNTING POLICIES Independent Public Accountants - ----------- ------ ----------- The firm of Arthur Andersen LLP (or its predecessor firms), independent certified public accountants, has served as the Company's auditor since 1988. The firm was appointed by and reports to the Board of Directors through the Audit Committee of the Board. Arthur Andersen LLP has full authority to examine all Company records and supporting documents as may be necessary to perform its audit related services. Arthur Andersen LLP makes a periodic audit of the Company. Representatives of Arthur Andersen LLP are invited to, and attend, the Company's Annual Meeting of Stockholders, to respond to questions from stockholders and to make a statement, if they so desire. Chief Executive Officer - ----- --------- ------- Paul M. Olson is the Chief Executive Officer and President of the Company. 7 Chief Financial Officer - ----- --------- ------- Kenneth O. Hale is the Vice President, Chief Financial Officer and Secretary of the Company. He reports directly to the Chief Executive Officer of the Company, and has authority over the accounting records of the Company. Mr. Hale attends all meetings of the Board of Directors. Commitments - ----------- It is not the policy of the Company to make future commodity commitments. Working Capital - ------- ------- The Company uses short-term borrowings for working capital from time to time in the ordinary course of business. Significant Accounting Policies - ----------- ---------- -------- A summary of the Company's significant accounting policies is set forth in Note 2 and other Notes to Consolidated Financial Statements contained in the Company's 1996 Annual Report, which is attached hereto as Exhibit C. FINANCIAL STATEMENTS See the audited balance sheets of the Company and subsidiaries for the two fiscal years ended July 31, 1996 and audited statements of income, cash flows and stockholders equity for the three years ended July 31, 1996; and the Notes thereto contained in the Company's 1996 Annual Report, beginning at page 15, attached hereto as Exhibit C, and the report of Arthur Andersen LLP thereon on page 14. OPINION OF COUNSEL In the opinion of Kirkland & Ellis, (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) all of the shares covered by this application, if issued have been, and if reserved for issuance will when issued be, duly authorized and validly issued, and all such shares are or will be duly paid and non-assessable; (iii) under the laws of the State of Delaware, the owners of such shares have no personal liability for the debts and obligations of the Company solely as a result of their status as stockholders; (iv) the 4,025,591 shares of Common Stock reserved for issuance, as set forth above under "Shares Applied For But Not Yet Issued," and for which this listing application is being made, have been duly authorized, and when validly issued will be fully paid and nonassessable; and (v) 11,062,500 shares of the 18,196,710 outstanding shares of Common Stock of the Company outstanding on December 18, 1996 have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended or issued in transactions exempt from such registration. 8 REGISTRATION UNDER THE SECURITIES EXCHANGE ACT OF 1934 The Company has filed with the Securities and Exchange Commission and the New York Stock Exchange, Inc. two Registration Statements on Form 8-A for the registration of the shares of Common Stock and for the registration of the Rights under the Securities Exchange Act of 1934, as amended. LISTING AGREEMENT The Company has executed the New York Stock Exchange, Inc. standard form of Listing Agreement, which will be available for review upon request. GENERAL INFORMATION FISCAL YEAR The Company is on a fiscal year basis, ending July 31. ADDRESS The address of the Company's principal office is Foster Plaza 7, 661 Andersen Drive, Pittsburgh, Pennsylvania 15220. The Company's telephone number is (412) 937-2300. STOCKHOLDERS' MEETINGS The date and time of the Annual Meeting of Stockholders of the Company is fixed by the Board of Directors but if no such date and time is fixed by the Board, the meeting for any fiscal year shall be held within 120 days of the end of the fiscal year. Except as otherwise prescribed by statute, the holders of a majority of the shares of the issued and outstanding Common Stock present in person or represented by proxy shall be requisite to and shall constitute a quorum at all meetings of the stockholders for the transaction of each item of business required to be voted on. TRANSFER AGENT AND REGISTRAR Boston Equiserve Limited Partnership, 150 Royall Street, Canton MA 02021, is the transfer agent and registrar for the Company's Common Stock. 9 TOTAL STOCKHOLDERS The Company has approximately 6,942 total stockholders, including shares held in "street name," as of December 18, 1996. CABLE DESIGN TECHNOLOGIES CORPORATION /s/ Paul M. Olson ----------------- Paul M. Olson President and Chief Executive Officer The New York Stock Exchange, Inc. hereby authorizes the listing of 18,196,710 shares of Common Stock, par value $.01 per share, of the Company, all of which are outstanding and no shares of Common Stock, par value $.01 per share which are held as Treasury Shares. In addition, the New York Stock Exchange also authorizes the listing of (i) 4,025,591 additional shares of Common Stock of the Company upon official notice of issuance for the purposes set forth above, making a total of 22,222,301 shares of Common Stock authorized for listing and (ii) the Rights. Catherine R. Kinney Richard A. Grasso Group Executive Vice President Chairman of the Board and New Listings and Client Service Chief Executive Officer New York Stock Exchange, Inc. New York Stock Exchange, Inc. 10 -----END PRIVACY-ENHANCED MESSAGE-----