-----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, Mn7Jv6mkYswFLGQMhO2ZesLTj3VUnsbVdowHV7Zmyys1r6p18m3DdiCe+ufYzn4T nV4i9oDrOtzZnNiu6x+H8A== 0000950137-05-014459.txt : 20051202 0000950137-05-014459.hdr.sgml : 20051202 20051202161309 ACCESSION NUMBER: 0000950137-05-014459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 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: 051241048 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 c00494e8vk.txt CURRENT REPORT 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): December 1, 2005 Belden CDT Inc. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-3601505 -------- --------- ---------- (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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. SIGNATURES EXHIBIT INDEX 10.01 Separation of Employment Agreement 10.02 Non-Compete Covenant 10.03 General Release of All Claims 2 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. In connection with leaving Belden CDT Inc. (the "Company"), effective November 30, 2005, Richard K. Reece entered into a Separation of Employment Agreement with the Company ("Agreement"). The Agreement confirms Mr. Reece's entitlement arising out of his employment with or separation from the Company. Mr. Reece, among other things, will receive severance of $580,700 payable monthly over a one-year period commencing on December 1, 2005 and the last one-third of his cash award payable pursuant to his retention and integration award agreement, dated June 28, 2004, as amended as of May 17, 2005 ("Retention Agreement") on July 15, 2006. He also will be entitled to the vesting of the last one-third of his restricted stock award (2,907 shares plus accrued dividends) under that agreement. In connection with entering into the Agreement, Mr. Reece furnished the Company with a Non-Compete Covenant ("Non-Compete") and General Release of All Claims ("General Release"). Copies of the Agreement, Non-Compete, and General Release are attached as Exhibits 10.01, 10.02, and 10.03 respectively. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. 10.01 SEPARATION OF EMPLOYMENT AGREEMENT. 10.02 NON-COMPETE COVENANT. 10.03 GENERAL RELEASE OF ALL CLAIMS. 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: December 1, 2005 By: /s/Kevin L. Bloomfield Kevin L. Bloomfield 3 EX-10.01 2 c00494exv10w01.txt SEPARATION OF EMPLOYMENT AGREEMENT Exhibit 10.01 November 30, 2005 Mr. Richard K. Reece 21 Ballas Court Town & Country, MO 63131 Re: Separation Agreement Dear Ricky: As we discussed, your employment with Belden CDT Inc. (the "Company") and all subsidiaries will terminate effective on the close of business, November 30, 2005 (the "Separation Date"). This letter confirms all of your entitlements arising out of your employment with and/or separation from the company, including without limitation, under your retention and integration award agreement, dated June 28, 2004, as amended as of May 17, 2005 ("Retention Agreement"), and your letter agreement, dated April 15, 2002, as amended as of May 17, 2005 ("Letter Agreement"). You will receive: 1. Severance equal to the sum of your current annual base $580,700 salary and your 2004 actual bonus (payable monthly over a one-year period commencing on December 1, 2005). 2. The last one-third of your cash award payable pursuant Cash: $59,583 to the Retention Agreement on July 15, 2006. (You are also entitled to the vesting of the last one third of Shares: 2,907 plus your restricted stock award under that agreement.) Accrued Dividends
You are entitled to your accrued and unpaid salary through the Separation Date. You are entitled to all accrued, vested and unpaid benefits under all retirement, pension, and deferred compensation plans of the Company in which you are participating on the Separation Date. All such benefits shall be paid in accordance with the terms of the applicable plans and, where applicable, your previous elections. You are not eligible for retirement plan contributions with respect to payments made under section 1 or 2 above. You are vested in all stock options that were granted to you prior to, and were still outstanding at the time of, the merger of Belden Inc. and Cable Design Technologies Corporation, effective July 15, 2004. You shall be entitled to exercise such options until Mr. Richard K. Reece November 30, 2005 Page 2 the earlier of the expiration date set forth in the applicable award or the end of the ninety-day period starting on December 1, 2005. Pursuant to your Letter Agreement, (i) one-third of your stock option award, granted on March 30, 2005 (7,667) shall become exercisable pursuant to its terms and remain exercisable for a period of ninety days after they become exercisable and (ii) you will receive your 2003 Belden Inc. restricted stock award of 9,000 shares when they vest on February 18, 2006. All other unvested restricted stock, stock option and other equity-based and long-term incentive awards (whether or not equity-based) shall lapse, and all such unvested stock options shall not be exercisable, as of the Separation Date. The Company will, to the extent required by applicable law, withhold from your amounts payable above, the amount of any withholding tax due with respect to such amounts. You agree to promptly return to the Company all tangible and intangible property of the Company, whether prepared by you or otherwise coming into your possession, and whether written, electronic or in any other format, including, without limitation, all files, records, documents, customer lists, software and equipment (such as personal computers, disks, and disk drives, and mobile communication devices). Payment of the amounts and benefits set forth above will begin on the effective date of the General Release of All Claims and the Non-Compete letter that accompany this letter or, in the case of Company employee plan benefits, such later date as may be provided in accordance with the applicable Company benefit plan in which you are a participant. All amounts hereunder also are conditioned upon your resignation from all offices of the Company and all subsidiaries held by you. We ask that you sign this letter below confirming our understanding above. This letter may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement. BELDEN CDT INC. /s/Richard K. Reece By: /s/Kevin L. Bloomfield Richard K. Reece ---------------------- Name: Kevin L. Bloomfield ------------------- Title: General Counsel EX-10.02 3 c00494exv10w02.txt NON-COMPETE COVENANT Exhibit 10.02 Non-Compete Covenant Mr. Richard K. Reece 21 Ballas Court Town & Country, MO 63131 Dear Ricky: In consideration for Belden CDT Inc. (the "Company") granting you the right to exercise receive the third payment under your retention and integration award agreement, dated June 28, 2004 (as amended), the amount provided under your letter agreement, dated April 15, 2002 (as amended), and other good and valuable consideration, the receipt of which you acknowledge, you agree to the following: (a) For the period of one year beginning on December 1, 2005 (the "Period"), you will not, directly or indirectly solicit, entice, persuade or induce any employee, director, or officer of the Company or its subsidiaries or affiliates (collectively, the "Group") to terminate his or her employment or engagement by the Group to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Group; (b) During the Period, you will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (the "Competing Enterprise") which is engaged, directly or indirectly, during the Period, in competition with the Group in the development, design, manufacture, marketing or distribution of wire and cable or connectivity products in the United States and in any foreign jurisdiction in which the Group operates provided that the competitive businesses of the Competing Enterprise account for more than 10% of the net sales of the Competing Enterprise for its most recently completed fiscal year and you do not work or consult in such competitive business. The foregoing covenant shall not be construed to preclude you from making any investments in the securities of any company, whether or not engaged in competition with the Group, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, you do not beneficially own securities representing more than 1% of the combined voting power of the voting securities of such company. Mr. Richard K. Reece November 30, 2005 Page 2 (c) During the Period, you will not divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Group which is confidential, including, without limitation, "know-how," trade secrets, customer and supplier lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Group except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by you not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order you to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by you or made available to you concerning the business of the Group or any predecessor thereof shall be the property of the Company or such other member of the Group and shall be delivered to the Company or such other member of the Group promptly upon your retirement from the Company. (d) You acknowledge that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others you may conceive, make, develop or acquire during your employment by the Group and any predecessor thereof (collectively, the "Developments"), are and shall remain the sole and exclusive property of the Group and you hereby assigns to the Group all of your right, title and interest in all such Developments. At any time upon request and at the expense of the Company, you shall execute, acknowledge and deliver to the Group all instruments that the Group shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company's counsel, to enable the Group to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. (e) You acknowledge that the services you have rendered to the Group are of a special, unique and extraordinary character and, in connection with such services, you have had access to confidential information vital to the Group's business and that irreparable injury would be sustained by the Group in the event of his breach of any of the covenants contained in this Mr. Richard K. Reece November 30, 2005 Page 3 section (e) which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, you agree that, upon a breach or threatened breach by you of any of such covenants, the Company and, to the extent appropriate, any other member of the Group shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, with or without surety, and that such an injunction will not work an undue hardship on you. (f) If any court determines that any of the provisions of these covenants are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of these covenants, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. Ricky, please acknowledge your agreement with the terms of this letter by returning a signed copy to me. Very truly yours, /s/Kevin L. Bloomfield Belden CDT Inc. Acknowledged and Agreed: /s/Richard K. Reece Richard K. Reece Dated: November 30, 2005 EX-10.03 4 c00494exv10w03.txt GENERAL RELEASE OF ALL CLAIMS Exhibit 10.03 GENERAL RELEASE OF ALL CLAIMS 1. Release by Executive ("Executive Release"). (a) In consideration of the amount payable under the Separation Agreement ("Separation Agreement") between Belden CDT Inc. (the "Company") and the undersigned, Richard K. Reece ("Executive") and other good and valuable consideration, Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein unconditionally release, waive, and fully discharge Company and its subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans (all of the above collectively, the "Executive Releasees"), from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys' fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state, or local court, agency, arbitrator or any other entity, based directly or indirectly on Executive's employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Company prior to Executive's signing this Executive Release. Without limiting the generality of the foregoing terms, the foregoing waiver and release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, the Age Discrimination in Employment Act, as amended ("ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the National Labor Relations Act, the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Family Medical Leave Act, Employee Retirement Income Security Act of 1974, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), as amended, any federal, state or local fair employment, human rights wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. (b) Executive intends this Executive Release to be binding on his successors, and Executive specifically agrees not to file or continue any claim in respect of matters covered by the immediately preceding paragraph hereof. Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company or any other occurrences to the date of this Executive Release, other than a claim challenging the validity of this Executive Release under ADEA. Executive may bring a claim under ADEA to challenge the release under this Executive Release. Nothing in this Executive Release is intended to reflect any party's belief that Executive's waiver of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such claims are waived. (c) The foregoing provisions of this Executive Release to the contrary notwithstanding, the waiver and release hereunder shall not waive or release any rights or claims: (i) that Executive may have that arise after the date hereof and shall not waive post-termination health-continuation insurance benefits required by state or Federal law; (ii) that Executive may have under the Separation Agreement; (iii) any claim of indemnification under the Indemnification Agreement between the Company and Executive, dated September 1, 2004, which rights of indemnification survive in accordance with their terms; or (iv) any rights to coverage under Directors and Officers Liability and/or other Missouri policies for acts or omissions occurring during Executive's employment. (d) Executive further agrees that: (i) Executive's waiver of rights under this Executive Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 ("OWBPA"); (ii) Executive understands the terms of this Executive Release; (iii) The Company is hereby advising Executive in writing to consult with an attorney prior to executing this Executive Release; (iv) The Company is giving Executive a period of twenty-one (21) days within which to consider this Executive Release; (v) This Executive Release shall become effective and enforceable only after the expiration of seven (7) days following its execution and delivery by Executive to the Company and during such 7-day period Executive may revoke this Executive Release by written notice delivered to the Company. If no such revocation occurs, this Executive Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing 7-day period has elapsed. To revoke this Executive Release, Executive shall deliver a written statement of revocation to: Belden CDT Inc., 7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105, Attn: Kevin L. Bloomfield, Vice President, Secretary and General Counsel. 2. Counterparts. This Release may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement. /s/Richard K. Reece ------------------- Richard K. Reece BELDEN CDT, INC. By:/s/Kevin L. Bloomfield ---------------------- Effective November 30, 2005 2 -----END PRIVACY-ENHANCED MESSAGE-----