-----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, PCh/We4EFgmE2x+XxV06SVfuAZv96JmtNI66Fm+p2/RnM03rRZiTPloGtbKboiVK YyHguZGD3KkfolQ3U7WQBg== 0000950130-96-002368.txt : 19960626 0000950130-96-002368.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950130-96-002368 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960625 EFFECTIVENESS DATE: 19960714 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06743 FILM NUMBER: 96585188 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 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ CABLE DESIGN TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-3601505 (State of or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FOSTER PLAZA 7 661 ANDERSEN DRIVE PITTSBURGH, PENNSYLVANIA 15220 (Address of Principal Executive Offices) (zip code) ------------ CABLE DESIGN TECHNOLOGIES CORPORATION NON-EMPLOYEE DIRECTOR STOCK PLAN (Full title of plans) ------------ PAUL M. OLSON PRESIDENT AND CHIEF EXECUTIVE OFFICER FOSTER PLAZA 7 661 ANDERSEN DRIVE PITTSBURGH, PENNSYLVANIA 15220 (Name and address of agent for service) (412) 937-2300 (Telephone number, including area code, of agent for service) Copy to: LANCE C. BALK KIRKLAND & ELLIS CITICORP CENTER 153 EAST 53RD STREET NEW YORK, NEW YORK 10022-4675 Calculation of Registration Fee
Title of securities to be Amount to Proposed maximum Proposed maximum Amount of registered be price per share(1) aggregate offering price(1) Registration Fee registered - --------------------------------------------------------------------------------------------------------------- Common Stock, par 75,000 $41.75 $3,131,250.00 $1,081.00 value $.01 per share - ---------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the Registration Fee based, pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, on the average of the high and low prices of the Common Stock on the Nasdaq Stock Market's National Market as of June 18, 1996. I:\CDT-1996\CURRENT\CDT-021.JSS PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (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 certain documents by reference. The following documents filed with the Securities and Exchange Commission are incorporated herein by reference: (a)(1) Cable Design Technologies Corporation's (the "Registrant") Annual Report on Form 10-K for the fiscal year ended July 31, 1995; (a)(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended October 31, 1996, January 31, 1996 and April 30, 1996; (a)(3) The Registrant's Registration Statement on Form S-3 ("Form S-3") originally filed on January 23, 1996 (File No. 333-00554), as amended by Amendment No. 1 filed on February 6, 1996 and Post-Effective No. 1 filed on February 28, 1996, containing a prospectus filed on February 29, 1996 pursuant to Rule 424(b) under the Securities Act, containing audited financial statements for the Registrant's latest fiscal year. (b) The Registrant's Current Reports on Form 8-K dated September 22, 1995, December 4, 1995, December 22, 1995 and February 20, 1996. (c) The description of the Registrant's Common Stock contained in Form S-3 under the caption "Description of Capital Stock." All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. Not applicable. 1 Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware permits indemnification of, and certain expense advancements to, directors, employees and agents of corporations under certain conditions and subject to certain limitations. ARTICLE NINE of the Amended and Restated Certificate of Incorporation (the "Certificate") of the Registrant provides that the personal liability of the directors of the Registrant is eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented. ARTICLE V of the By-Laws of the Registrant provides as follows: ARTICLE V INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS Section 1. Nature of Indemnity. Each person who was or is made a party or --------- ------------------- is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys' fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers. Section 2. Procedure for Indemnification of Directors and Officers. Any ---------- ------------------------------------------------------- indemnification of a director or officer of the corporation under Section 1 of this Article V or advance or expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or 2 her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 3. Article Not Exclusive. The rights to indemnification and the --------- --------------------- payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 4. Insurance. The corporation may purchase and maintain insurance --------- --------- on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V. Section 5. Expenses. Expenses incurred by any person described in Section --------- -------- 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding's final disposition unless otherwise determined by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and condition, if any, as the Board of Directors deems appropriate. Section 6. Employee and Agents. Persons who are not covered by the ---------- ------------------- foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Directors. Section 7. Contract Rights. The provisions of this Article V shall be --------- --------------- deemed to a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing. Section 8. Merger or Consolidation. For purposes of this Article V, --------- ----------------------- references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would 3 have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this Registration Statement. 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 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; (2) That, for the purpose of determining any liability under the Securities Act, 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 further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as the indemnification for liabilities arising under the Securities Act 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 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of express 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 4 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 and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act, 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 City of Pittsburgh, State of Pennsylvania, on this 25th day of June, 1996. CABLE DESIGN TECHNOLOGIES CORPORATION By: /s/ Paul M. Olson -------------------------------- Paul M. Olson President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul M. Olson and Kenneth O. Hale his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform such, each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney- in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Bryan C. Cressey Chairman of the Board, Director June 25, 1996 - ------------------------ Bryan C. Cressey /s/ Paul M. Olson Director, President, Chief Executive Officer, (Principal June 25, 1996 - ------------------------ Executive Officer) Paul M. Olson /s/ Kenneth O. Hale Vice President, Chief Financial Officer, Secretary (Principal June 25, 1996 - ------------------------ Financial and Principal Accounting Officer) Kenneth O. Hale /s/ Bernard J. Bannan Director June 25, 1996 - ------------------------ Bernard J. Bannan /s/ Myron S. Gelbach, Jr. Director June 25, 1996 - ------------------------ Myron S. Gelbach, Jr. /s/ Michael F.O. Harris Director June 25, 1996 - ------------------------ Michael F.O. Harris /s/ Glenn Kalnasy Director June 25, 1996 - ------------------------ Glenn Kalnasy /s/ Richard C. Tuttle Director June 25, 1996 - ------------------------ Richard C. Tuttle /s/ Paul M. Olson Attorney-in-Fact June 25, 1996 - ------------------------ Paul M. Olson /s/ Kenneth O. Hale Attorney-in-Fact June 25, 1996 - ------------------------ Kenneth O. Hale
6 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Amended and Restated Certificate of Incorporation of Cable Design Technologies Corporation (the "Registrant"), as amended to date. Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 33-69992). 4.2 By-laws of Registrant, as amended to date. Incorporated by reference to Exhibit 3.2 to the Registrant's Registion Statement on Form S-1 (File No. 33- 69992). 4.3 Cable Design Technologies Corporation Non-Employee Director Stock (adopted on December 12, 1995). Incorporated by reference to Exhibit B to the Registrant's Proxy Statement filed on January 17, 1996. 5.1 Opinion and consent of Kirkland & Ellis, special counsel to the Registrant. 15 Not Applicable. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Arthur Andersen. 23.3 Consent of Deloitte & Touche. 23.4 Consent of Kirkland & Ellis (included in Exhibit 5.1). 24.1 Powers of Attorney (included in signature page). 28 Not Applicable. 99 Not Applicable.
EX-5.1 2 OPINION AND CONSENT OF KIRKLAND & ELLIS EXHIBIT 5.1 ----------- June 25, 1996 Cable Design Technologies Corporation Foster Plaza 7 661 Andersen Drive Pittsburgh, Pensylvania 15220 Re: Shares of Common Stock, $.01 par value -------------------------------------- Ladies and Gentlemen: We are acting as counsel to Cable Design Technologies Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8 (the "Registration Statement") pertaining to the registration of a proposed offering of up to 75,000 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock") pursuant to the Company's Non-Employee Director Stock Plan. We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including the following: (i) Amended and Restated Certificate of Incorporation and the Bylaws of the Company, each as amended to the date hereof; and (ii) certain resolutions adopted by the Board of Directors of the Company. In addition, we have made such other and further investigations as we have deemed necessary to enable us to express the opinions hereinafter set forth. Based upon the foregoing and having regard to legal considerations that we deem relevant, and subject to the comments and qualifications set forth below, it is our opinion that the Common Stock has been duly authorized. For purposes of this opinion, we have with your permission made the following assumptions, in each case without independent verification: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as copies, (iii) the authenticity of the originals of all documents submitted to us as copies, (iv) the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, (v) the authority of such persons signing all documents on behalf of the parties thereto and (vi) the due authorization, execution and delivery of all documents by the parties thereto. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations promulgated thereunder. We do not find it necessary for purposes of this opinion to cover, and accordingly we do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the offering and sale of the Common Stock. This opinion shall be limited to the laws of the State of Delaware. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, KIRKLAND & ELLIS 2 EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP. EXHIBIT 23.1 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated September 15, 1995, included in Cable Design Technologies Corporation's Form 10-K for the year ended July 31, 1995, and Form S-3 (File No. 333-00554) and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Pittsburgh, Pennsylvania June 24, 1996 EX-23.2 4 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.2 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS As independent chartered accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated November 8, 1995, included in Cable Design Technologies Corporation's Form S-3 (File No. 333-00554) and to all references to our Firm include in this registration statement. /s/ Arthur Andersen ARTHUR ANDERSEN Chartered Accountants and Registered Auditors Bank House 9 Charlotte Street Manchester M1 43U June 24, 1996 EX-23.3 5 CONSENT OF DELOITTE & TOUCHE EXHIBIT 23.3 [LETTERHEAD OF DELOITTE & TOUCHE] Cable Design Technologies Corporation Foster Plaza 7 661 Andersen Drive Pittsburgh, Pennsylvania USA 15220 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference, in this Registration Statement of Cable Design Technologies Corporation on Form S-8, of our reports dated December 19, 1995 (relating to the financial statements and schedule of Valuation and Qualifying Accounts of the Structured Wiring and Copper Wire and Cable Business of Northern Telecom Limited) appearing in the Prospectus, which is part of the Registration Statement of Cable Design Technologies Corporation on Form S-3 originally filed on January 23, 1996 (File No. 333-00554), as amended by Amendment No. 1 filed on February 6, 1996. We also consent to the reference to us under the heading "Experts" in such Prospectus. DELOITTE & TOUCHE June 24, 1996 - --------------- DELOITTE TOUCHE TOHMATSU INTERNATIONAL - --------------- -----END PRIVACY-ENHANCED MESSAGE-----