-----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, OzPFRdbyconWuicLScuIHizyda1GPD6vzcTAnej33IXrUOM4i6OjIqR8T+XX8leS 8xjDJs1L7EiSG9Z1IKhtag== 0000950137-06-011329.txt : 20061024 0000950137-06-011329.hdr.sgml : 20061024 20061024170103 ACCESSION NUMBER: 0000950137-06-011329 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 EFFECTIVENESS DATE: 20061024 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-138179 FILM NUMBER: 061160789 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 S-8 1 c09308sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 24, 2006 Registration No. 333-_____ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BELDEN CDT INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 36-3601505 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)
7701 Forsyth Boulevard, Suite 800 St. Louis, Missouri 63105 (Address of Principal Executive Offices) (Zip Code) EXECUTIVE EMPLOYMENT AGREEMENT WITH JOHN STROUP (Full Title of the Plan) KEVIN L. BLOOMFIELD Vice President, Secretary and General Counsel BELDEN CDT INC. 7701 FORSYTH BOULEVARD, SUITE 800 ST. LOUIS, MISSOURI 63105 (Name and Address of Agent For Service) (314) 854-8000 (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount of Title of Each Class Amount To Be Offering Price Aggregate Offering Registration Securities to Be Registered Registered(2) Per Share(3) Price(3) Fee - ------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 351,580 shares $19.93 $7,006,990 $749.75 per share, including the associated junior participating preferred stock Series A purchase rights(1) - -------------------------------------------------------------------------------------------------
(1) This registration statement also covers the associated junior participating preferred stock Series A purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of December 11, 1996, between Belden CDT Inc. (the "Registrant" or the "Company") and The First National Bank of Boston, as amended. Until the occurrence of certain events, the Rights will not be exercisable for or evidenced separately from shares of the Registrant's common stock, par value $0.01 per share (the "Common Stock"). (2) This registration statement on Form S-8 (this "Registration Statement") registers 351,580 shares of Common Stock, including the associated Rights, of the Registrant issuable pursuant to an Executive Employment Agreement between the Registrant and John Stroup, dated September 26, 2005. The Executive Employment Agreement provides for certain equity awards, including the grant of stock options to purchase 351,580 shares of Common Stock. This Registration Statement also relates to any additional shares of Common Stock which become issuable under the Executive Employment Agreement with respect to the options by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant's Common Stock. (3) Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rule 457(h) under the Securities Act. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under 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 DOCUMENTS BY REFERENCE. Belden CDT Inc. (the "Registrant" or "Company") hereby incorporates by reference into this registration statement the following documents, which have been previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") under File No. 001-12561: (a)The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005; (b)The Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended March 26, 2006 and June 25, 2006; (c)The Registrant's Current Reports on Form 8-K filed with the Commission on January 5, 2006, January 27, 2006, February 10, 2006, February 28, 2006, March 31, 2006, August 7, 2006, August 29, 2006, and September 21, 2006; (d)The description of the Registrant's capital stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on December 23, 1996 (File No. 001-12561), as updated by the description of the Registrant's capital stock contained in the Registrant's Registration Statement on Form S-4, as amended (File No. 333-113875), under the captions "Description of CDT Capital Stock" and "Comparison of Rights of Belden Stockholders and CDT Stockholders," including any amendment or report filed for the purpose of updating such description; and (e)The description of the Registrant's junior participating preferred stock Series A purchase rights contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on December 11, 1996 and amended on December 23, 1996 (File No. 001-12561), as updated by the description of the Registrant's junior participating preferred stock Series A purchase rights contained in the Registrant's Registration Statement on Form S-4, as amended (File No. 333-113875), under the captions "Description of CDT Capital Stock" and "Comparison of Rights of Belden Stockholders and CDT Stockholders," including any amendment or report filed for the purpose of updating such description. In addition, all documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or de-registering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents (other than information furnished under Items 2.02 or 7.01 of Form 8-K or otherwise not filed with the Commission, which is deemed not to be incorporated by reference in this Registration Statement). These documents include reports, such as Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any statement contained herein, in an amendment hereto, or in any document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document incorporated or deemed to be incorporated herein by reference, which statement is also incorporated herein by reference, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The opinion as to the legality of the securities registered hereunder is being given by Kevin Bloomfield, Vice President, Secretary and General Counsel of the Registrant. Mr. Bloomfield owns shares of the Company's common stock, holds options to purchase shares of such common stock, restricted stock units and performance shares and participates in the Company's employee benefit plans. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145(a) of the General Corporation Law of the State of Delaware ("Delaware Corporation Law") provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person's conduct was unlawful. Section 145(b) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145(g) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the Delaware Corporation Law. The Company has obtained a directors' and officers' liability insurance policy, which insures the Company's directors and officers against certain liabilities, including liabilities for which the Company may not be able to indemnify such persons. The Company has also entered into indemnification agreements with certain of its directors and executive officers, which provide for indemnification against expenses, judgments, fines and settlements in connection with threatened or pending litigation, inquiries or investigations that arise out of the director's or officer's acts or omissions in his capacity as a director or officer of the Company to the extent permitted by Delaware law. Article Eight of the Registrant's Restated Certificate of Incorporation and Article V of the Registrant's Amended and Restated Bylaws provide for indemnification and/or exculpation to the fullest extent authorized by the Delaware Corporation Law for any person who is or was a director or officer of the Registrant who is or was involved or threatened to be made so involved in any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving as a director or officer of the Registrant or was serving at the request of the Registrant as a director or officer of any other enterprise. The foregoing is only a general summary of certain aspects of Delaware law and the Registrant's organizational documents dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Section 145 of the Delaware Corporation Law, Article Eight of the Registrant's Restated Certificate of Incorporation and Article V of the Registrant's Amended and Restated Bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Reference is made to the Exhibit Index filed herewith. 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 prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) 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. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2)That, for the purpose of determining any liability under the Securities Act of 1933, 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 undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement 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. (c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of 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 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 of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 County of St. Louis, State of Missouri, as of October 24, 2006. BELDEN CDT INC. By: /s/ John S. Stroup ------------------------------------ John S. Stroup President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature Title Date --------- ----- ---- /s/ John S. Stroup President, Chief Executive Officer October 24, 2006 - ------------------------------------ and Director (Principal Executive John S. Stroup Officer) /s/ Gray Benoist Vice President and Chief Financial October 24, 2006 - ------------------------------------ Officer (Principal Financial Officer) Gray Benoist /s/ John S. Norman Controller and Chief Accounting October 24, 2006 - ------------------------------------ Officer (Principal Accounting John S. Norman Officer) /s/ Bryan C. Cressey* Chairman of the Board and Director October 24, 2006 - ------------------------------------ Bryan C. Cressey /S/ Lorne D. Bain* Director October 24, 2006 - ------------------------------------ Lorne D. Bain /s/ Lance C. Balk* Director October 24, 2006 - ------------------------------------ Lance C. Balk /s/ Michael F.O. Harris* Director October 24, 2006 - ------------------------------------ Michael F.O. Harris /s/ Glenn Kalnasy* Director October 24, 2006 - ------------------------------------ Glenn Kalnasy
/s/ John M. Monter* Director October 24, 2006 - ------------------------------------ John M. Monter /s/ Bernard G. Rethore* Director October 24, 2006 - ------------------------------------ Bernard G. Rethore
*By: /s/ John S. Stroup ------------------------------- John S. Stroup Attorney-In-Fact INDEX TO EXHIBITS
Exhibit Number Exhibit - ------- ------- 3.1 Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 31, 2005). 3.2 Second Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.01 to the Company's Current Report on Form 8-K filed on December 6, 2005). 4.1 Rights Agreement dated as of December 11, 1996, between the Company and Equiserve Trust Company, N.A., successor to 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 by reference to Exhibit 1.1 to the Registration Statement of Cable Design Technologies Corporation ("CDT") on Form 8-A, File Number 000-22724, filed on December 11, 1996). 4.2 Amendment to Rights Agreement (Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 filed on November 15, 2004). 4.3 Description of Capital Stock of the Registrant (Incorporated by reference to the description of capital stock contained in the Registrant's Registration Statement on Form S-4/A under the captions "Description of CDT Capital Stock" and "Comparison of Rights of Belden Stockholders and CDT Stockholders" (File No. 333-113875)). 5.1* Opinion of Counsel. 10.1 Executive Employment Agreement dated September 26, 2005 between the Company and John Stroup (Incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed on September 27, 2005). 10.2 Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (adopted December 6, 2000, as amended) (incorporated by reference to Appendix II to the Registrant's Proxy Statement for the 2006 Annual Meeting of Shareholders filed on April 13, 2006). 23.1* Consent of Independent Registered Public Accounting Firm. 23.2* Consent of Counsel (included in Exhibit 5.1). 24.1* Powers of Attorney.
* Filed herewith. EX-5.1 2 c09308exv5w1.txt OPINION OF COUNSEL Exhibit 5.1 (BELDEN LOGO) 7701 Forsyth Boulevard PHONE: 314.854.8000 SENDING ALL THE RIGHT SIGNALS Suite 800 Fax: 314.854.8003 St. Louis, Missouri 63105 www.Belden.com October 24, 2006 Securities and Exchange Commission Judiciary Plaza Office Building 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration on Form S-8 of Belden CDT Inc. with respect to Belden CDT Inc.'s Executive Employment Agreement with John Stroup Ladies and Gentlemen: I am Vice President, Secretary and General Counsel of Belden CDT Inc., a Delaware corporation (the "Company"), and am familiar with the registration statement on Form S-8 under the Securities Act of 1933, as amended, covering the registration of 351,580 shares of the Company's common stock, $.01 par value (the "Shares"), issuable pursuant to Belden CDT Inc.'s Executive Employment Agreement with John Stroup (the "Agreement"). I have examined such certificates, documents and records of the Company and have made such other investigations as I have deemed necessary in order to render the opinion set forth below. Based upon the foregoing and having regard to legal considerations that I deem relevant, it is my opinion that the Shares (which may be issued in the future pursuant to the Agreement, when issued and sold in accordance with the terms of the Agreement) will be legally issued, fully paid and nonassessable. I consent to the use of my name in such registration statement and also to the filing of this opinion as an exhibit to the registration statement. This opinion shall be limited to the General Corporation Law 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. Sincerely, /s/ Kevin L. Bloomfield - ------------------------------------- Kevin L. Bloomfield Vice President, Secretary and General Counsel EX-23.1 3 c09308exv23w1.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-00000) pertaining to the Executive Employment Agreement with John Stroup of Belden CDT Inc. of our reports dated March 8, 2006, with respect to the consolidated financial statements and schedule of Belden CDT Inc., Belden CDT Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Belden CDT Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP St. Louis, Missouri October 23, 2006 EX-24.1 4 c09308exv24w1.txt POWERS OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 23rd day of September 2006. /s/ Lorne D. Bain ---------------------------------------- Lorne D. Bain POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 23rd day of September 2006. /s/ Bryan C. Cressey ---------------------------------------- Bryan C. Cressey POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 27th day of September 2006. /s/ Lance C. Balk ---------------------------------------- Lance C. Balk POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 23rd day of September 2006. /s/ Michael F.O. Harris ---------------------------------------- Michael F.O. Harris POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 27th day of September 2006. /s/ Glenn Kalnasy ---------------------------------------- Glenn Kalnasy POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 25th day of September 2006. /s/ John M. Monter ---------------------------------------- John M. Monter POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of BELDEN CDT INC. (the "Company"), does constitute and appoint JOHN S. STROUP, with full power and substitution, his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which such attorney and agent may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of Common Stock of the Company, par value $.01 per share (the "Stock"), issued or to be issued by the Company under the Executive Employment Agreement dated September 26, 2005 with John Stroup; including specifically the power and authority to sign for and on behalf of the undersigned in connection therewith the name of the undersigned as director of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to the Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with such Registration Statements or amendments; and (ii) to register or qualify the Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by such Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as director of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering such securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that such attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, as of the 25th day of September 2006. /s/ Bernard G. Rethore ---------------------------------------- Bernard G. Rethore -----END PRIVACY-ENHANCED MESSAGE-----