-----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, KjV1uYKCj+cmROR7FpGml+shRDzn2M0k5cnRyHokDZjlGiYD/kWeCOzLWswyfJFu fKSmvTO/d9AMCdud0KO8zA== 0000950137-05-006216.txt : 20050519 0000950137-05-006216.hdr.sgml : 20050519 20050519155239 ACCESSION NUMBER: 0000950137-05-006216 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050517 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN CDT INC. CENTRAL INDEX KEY: 0000913142 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 363601505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12561 FILM NUMBER: 05844925 BUSINESS ADDRESS: STREET 1: BELDEN CDT INC. STREET 2: 7701 FORSYTH BOULEVARD, SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 314-854-8000 MAIL ADDRESS: STREET 1: BELDEN CDT INC. STREET 2: 7701 FORSYTH BOULEVARD, SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: CABLE DESIGN TECHNOLOGIES CORP DATE OF NAME CHANGE: 19931006 8-K 1 c95474e8vk.txt FORM 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): May 17, 2005 Belden CDT Inc. ----------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-3601505 --------- ----------------------- -------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
7701 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ TABLE OF CONTENTS Item 1.01 Entry Into a Material Definitive Agreement. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Item 9.0 Financial Statements and Exhibits. SIGNATURES EXHIBIT INDEX 10.01 Non-Employee Director Restricted Stock Award Agreement. 2 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The compensation of non-employee directors includes an annual award of 2,500 restricted shares of the Company's common stock. On May 17, 2005, the Board of Directors of the Company approved an award of 2,500 shares of restricted stock to be issued under the Cable Design Technologies Corporation's 2001 Long-Term Performance Incentive Plan ("Plan"), effective May 18, 2005, to each of the following non-employee directors: Bryan C. Cressey, Lorne D. Bain, Lance C. Balk, Christopher I. Byrnes, Michael F.O. Harris, Glenn Kalnasy, Ferdinand C. Kuznik, John M. Monter, and Bernard G. Rethore. The terms of each award are evidenced by a Non-Employee Director Restricted Stock Award Agreement, which is included as an exhibit to this Form 8-K. The restricted stock cannot be sold or otherwise disposed of before the director's departure from the Board of the Company. The award may be forfeited in the event the director is removed from the Board for cause. Other provisions apply in the event of the disability or death of the director or the sale of all or substantially all of the assets of the Company or the merger of the Company pursuant to Section 14 of the Plan. On May 17, 2005, the Company issued a press release noting that C. Baker Cunningham, its president and chief executive officer, has decided to moderately accelerate plans for his expected retirement in 2006 at age 65. The Board, through its succession planning committee, has engaged an executive search firm to identify CEO candidates. Mr. Cunningham would intend to remain in his current position with the Company during any transition to its new CEO. Mr. Cunningham's Change of Control Employment Agreement, dated as of July 31, 2001, as amended by the First Amendment dated as of June 28, 2004, has been modified to confirm his right to receive the benefits of such agreement as a Covered Termination upon his leaving the Company. Mr. Cunningham's retention award letter agreement, dated as of June 28, 2004, has been modified to provide that if his retirement occurs before July 15, 2006, then the unpaid cash award under such letter agreement will be paid upon such retirement, and the unvested portion of the restricted stock award under such letter agreement will vest upon such retirement. In addition, such letter agreement modification confirms that all other unvested restricted stock and stock options vest upon Mr. Cunningham's retirement, whether before or after July 15, 2006. In connection with Richard K. Reece's returning to the position of Chief Financial Officer and Vice President, Finance of Belden Inc. (now, Belden CDT Inc.), he entered into an agreement with Belden Inc. ("Letter Agreement"). The Letter Agreement, among other things, provides that if Mr. Reece no longer reports directly to Mr. Cunningham, he may elect to leave the Company and have the right to receive severance payments paid over twelve months equal to his then current base salary and the greater of his current target bonus or his most recent actual bonus. The Letter Agreement has been modified to provide that the period for which Mr. Reece may make such election has been extended from thirty days to six months from the date he would no longer report directly to Mr. Cunningham. In addition, Mr. Reece's retention award letter agreement, dated as of June 28, 2004, has been modified to provide that if he were to elect to leave the Company in the event he were no longer reporting directly to Mr. Cunningham and if his departure from the Company were to occur before July 15, 2006, then he would receive the last one-third of his cash award and restricted stock award payable under such letter agreement on July 15, 2006. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On May 17, 2005, the Company issued a press release noting that C. Baker Cunningham, its president and chief executive officer, has decided to moderately accelerate plans for his expected retirement in 2006 at age 65. The Board, through its succession planning committee, has engaged an executive search firm to identify CEO candidates. Mr. Cunningham would intend to remain in his current position with the Company during any transition to its new CEO. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. 10.01 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT. 3 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 CDT INC. Date: May 19, 2005 By:/s/Kevin L. Bloomfield ---------------------- Kevin L. Bloomfield 4 EX-10.01 2 c95474exv10w01.txt NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT [Belden CDT Logo] EXHIBIT 10.01 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT GRANTED TO: GRANT DATE NUMBER OF SHARES OF BELDEN CDT INC. COMMON STOCK MAY 18, 2005 2,500 This Agreement is made between Belden CDT Inc., a Delaware corporation, having its principal office in St. Louis, Missouri (the "Company"), and the undersigned, a non-employee director of the Company. The parties have agreed as follows: 1. Pursuant to the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan (the "Plan"), the Company grants to the director a restricted stock award in the number of shares of the Company's common stock, par value $.01 per share, noted above (the "Restricted Shares"), on the grant date, subject to the following conditions and the terms and conditions of the Plan: (a) Transfer Restrictions. The Restricted Shares shall not be sold, exchanged, transferred, pledged, or otherwise disposed of before the director's departure from the Board of Directors of the Company ("Transfer Restrictions"). The grant is subject to forfeiture in the event the director is removed from the Board for cause. (b) Disability/Death. In the event of disability or death of the director during continued service with the Company, the Transfer Restrictions shall lapse and be of no further force or effect and the shares shall be deemed fully vested. (c) Transferability. Prior to the lapsing of the Transfer Restrictions, no Restricted Shares shall be transferable by the director except pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code). (d) Sale of Assets/Merger. In the event of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company pursuant to Section 14 of the Plan, the restrictions applicable to all shares of Restricted Shares shall lapse and such shares shall be deemed fully vested. The Board of Directors or the Compensation Committee (the "Committee") has the discretion to determine whether to issue share certificates for any Restricted Shares (or to make a book-entry transfer for uncertified shares) awarded to the director while they are subject to any Transfer Restrictions. Thereafter, the director will be entitled to receive share certificates (or in the Company's discretion such book-entry shall be made) for such shares. 2. Subject to the Transfer Restrictions, the director shall have all of the rights of a shareholder of the Company with respect to such Restricted Shares, including the right to vote such Restricted Shares and to receive all dividends or other distributions paid with respect to such Restricted Shares. 3. To the extent the issuance of Restricted Shares or the lapse of Transfer Restrictions results in the receipt of compensation to the director, the Company is authorized to withhold from any cash compensation then or thereafter payable to the director any tax required to be withheld by reason of the receipt of compensation resulting from the award, the issuance of shares or the lapse of the Transfer Restrictions. 4. The director agrees to take any action, and consents to taking such action by the Company, with respect to the Restricted Shares awarded by this Agreement to achieve compliance with applicable laws or regulations. Any determination by the Company's legal counsel with respect to such need for any action to achieve compliance shall be final and binding. 5. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry out the purpose of the Plan. All action by the Committee under the provisions of this paragraph shall be final and binding for all purposes. 6. This Agreement shall be construed and enforced in accordance with the laws of Delaware, other than any choice of law provisions calling for the application of the laws of another jurisdiction. THE RESTRICTED SHARES GRANTED UNDER THIS AGREEMENT ARE SUBJECT TO THE COMPANY'S REGISTERING THE SHARES UNDER APPLICABLE SECURITIES LAWS. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written. BELDEN CDT INC. By --------------------------------------- C. Baker Cunningham President and Chief Executive Officer Accepted: --------------------------------- (Director's Signature) -----END PRIVACY-ENHANCED MESSAGE-----