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): November 19, 2003

CABLE DESIGN TECHNOLOGIES CORPORATION

(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.)

1901 North Roselle Road

Schaumburg, IL 60195

(Address of Principal Executive Offices,

including Zip Code)

(847) 230-1900

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit 99.1: Letter from Fred C. Kuznik, CEO, to Shareholders included in materials mailed with the Company’s 2003 proxy statement and Annual Report on Form 10-K for the fiscal year ended July 31, 2003

Item 9. Regulation FD Disclosure.

Materials accompanying the Company’s 2003 proxy statement and Annual Report on Form 10-K for the fiscal year ended July 31, 2003 included a letter from Fred C. Kuznik, CEO, to shareholders. A copy of such letter is included as Exhibit 99.1. Such material also included summary balance sheet information and a presentation titled “Consolidated Statements of Operations” for the fiscal years ended July 31, 2001, 2002 and 2003 that did not present net (loss) or income for the periods presented, but rather a measurement captioned “Net (loss) income from continuing operations” and earnings per share calculations for such item. The Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2003 should be reviewed for full financial statements, including the “Notes to Financial Statements” and the line items below “Net (loss) income from continuing operations,” namely “(Loss) income from discontinued operations net of tax (benefit) expense,” “Loss on sale of business, net of tax benefit,” “Net (loss) income from discontinued operations,” “Cumulative effect of change in accounting principle, net of tax benefit,” “Net (loss) income” and related earnings per share data.

The information in this Current Report on Form 8-K, including Exhibit 99.1 and this Item 9, shall be considered “furnished” and not “filed” under the Securities Exchange Act of 1934, as amended.

Item 12. Results of Operation and Financial Condition.

The letter from Fred C. Kuznik, CEO, to Shareholders included in materials mailed with the Company’s 2003 proxy statement and Annual Report on Form 10-K for the fiscal year ended July 31, 2003 included the sentence “Excluding restructuring expenses, net income from continuing operations was $4.9 million, or $0.11 per diluted share, versus $8.2 million, or $0.18 per diluted share for fiscal 2002.” Such amounts are calculated and reviewed by the Company management to determine earnings per share absent the restructuring expense, and are believed to be of interest to investors. A reconciliation of such of such amounts to the most comparable GAAP measure is as follows:

(In thousands, except per share information)	Fiscal year ended July 31,
	2003			2002
Net income from continuing operations excluding restructuring expenses (net of tax)	$	4,881		$	8,200
less Restructuring expense, net of tax benefit of $4,522 and $2,311, respectively		7,900			3,300
Net (loss) income from continuing operations	$	(3,019	)	$	4,900
Diluted earnings per share from continuing operations excluding restructuring expenses (net of tax),	$	0.11		$	0.18
less Per share impact of restructuring expenses, net of tax benefit		0.18			0.07
Diluted (loss) earnings per share from continuing operations	$	(0.07	)	$	0.11

2

“Business restructuring expense, net” is a caption in the Company’s consolidated statements of operations included in its Annual Report on Form 10-K for the fiscal year ended July 31, 2003. See note 18 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2003.

The information in this Current Report on Form 8-K, including the information in this Item 12, shall be considered “furnished” and not “filed” under the Securities Exchange Act of 1934, as amended.

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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.

	CABLE DESIGN TECHNOLOGIES CORPORATION
Date:  November 19, 2003	By:	/s/    Charles B. Fromm
	Charles B. Fromm
	Vice President, Secretary & General Counsel

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Exhibit Index

EXHIBIT NO.	DESCRIPTION
99.1	Letter from Fred C. Kuznik, CEO, to Shareholders included in materials mailed with the Company’s 2003 proxy statement and Annual Report on Form 10-K for the fiscal year ended July 31, 2003

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EX-99.1

Exhibit 99.1

LETTER TO SHAREHOLDERS

Fiscal 2003 brought continued turbulence and challenges across the global economy and with it the need to steer a disciplined and forward-thinking course. We took a number of important steps during the past twelve months to secure our business against current pressures, and to set the stage for what will follow. Our approach is not to react, but to integrate market realities into a larger strategic planning process.

That strategic process, begun in FY 2002, continued to be refined, resulting in further streamlining of our operation and a significantly strengthened balance sheet. At each step in the process, we have kept a sharp focus on the preservation and continuation of key business relationships. The end result is an efficient, profitable company poised to seize opportunities for growth.

This period of adversity has reshaped the competitive landscape, claiming and weakening those that were caught unprepared or that proved inflexible to change. Our philosophy all along has been to find within the downturn the rationale and motivation to grow stronger, and in so doing emerge more ready to be a market leader.

Year-End Results.

Sales for the full year were $484.7 million versus $501.6 million last year. Excluding restructuring expenses, net income from continuing operations was $4.9 million, or $0.11 per diluted share, versus $8.2 million, or $0.18 per diluted share for fiscal 2002. Including restructuring expenses, reported net loss was $3.0 million, or $0.07 per diluted share, versus net income from continuing operations of $4.9 million, or $0.11 per diluted share for fiscal 2002. Network Communication segment sales were $283.9 million for fiscal year 2003 compared to $295.4 million last year. Specialty Electronic segment sales were $200.8 million versus $206.2 million last year.

Fiscal Position.

We have continued to strengthen our financial position over the last twelve months, further utilizing our free cash flows and effectively managing working capital. Additional cost-cutting initiatives have enabled both positive cash flows and profits. This fiscal discipline set the stage for a $110 million private convertible subordinated debenture offering completed in July, 2003. The proceeds of the offering, which was fully subscribed, allowed us to pay down substantially all outstanding bank debt and purchase into treasury over 3 million in outstanding shares. Sound fiscal management thereby achieved the concurrent goals of eliminating bank debt and significantly strengthening the balance sheet. These steps put the company in a leverage position for growth with the aim of becoming a number one player.

Global Consolidation.

We continued to find new efficiencies and restructure our business in accordance with weak economic and marketplace conditions as we entered the first half of 2003. Consolidations, workforce reductions, asset sales and other steps resulted in significant cost savings and reinforced what was already one of the most competitive cost structures in the industry.

The sale of CDT’s NORCOM wire and cable business in Kingston, Ontario, Canada to Belden, Inc. presented an opportunity to exit a business where we had a very small market share and that was not strategic in our long-term plan. The transaction resulted in a pre-tax book loss of approximately $45 million on the sale in our first fiscal quarter ending October 31, which may be reduced in the future by the receipt of contingent payments of up to $8.1 million. The cash received from the sale was used to reduce bank debt and other liabilities. NORCOM’s performance prior to the sale was in a loss position and more recently has been in a loss position due to our small market share; unfavorable margins; an inability to achieve synergies with other CDT businesses; and general telecom market conditions. We view this disposition as positive for future earnings. NORCOM had revenues of approximately US $50 million in the year prior to sale, down from US $100 million in the prior year.

We consolidated several under-performing facilities and redirected existing contracts without impacting quality or delivery. We sold the building and other fixed assets tied to our Sweden-based NEK operation and transferred contracts without interruption to our largest European operation, Raydex in the UK. Likewise, in the U.S. we merged Red Hawk, specializing in IP equipment powering devices, with our larger producer, Mohawk. In Canada,

we transferred the assets and equipment of NorLan to the larger Canadian CDT operation NORDX, again eliminating unnecessary overhead and excess capacity.

Across the corporation, we consolidated regional management and operations functions to eliminate duplication of effort and overhead costs and to more closely associate management and production. Once separate offices of Europe, Middle East, Asia and Africa management have been relocated and concentrated in the Raydex factory in the UK. A similar move is underway in the U.S., and will be consummated in October. At no time have these consolidation efforts impacted relationships with customers, existing contracts or our ability to fulfill those contracts to the specifications and high quality standards our customers expect.

In the Specialty Electronics Segment, we managed to curb losses at OEM producer Montrose despite a significant drop – well over 60 percent – in business volume. Job reductions and the installation of a four-day workweek allowed the enterprise to break even.

All told, we have structured the organization so that it reflects the global economic situation. It’s worth repeating that we have never set as our horizon merely managing the downturn, but rather to be in a position to direct our own future and to be poised to grow.

Change management.

To fully support our global consolidation and respond to the increasing requirements of legislation regarding controls and accountability, we are implementing changes in our finance organization. The new organization will not only focus on operations to help deliver the cost efficiencies from consolidation, but will also be centralized to insure that consistent control mechanisms are in place.

We have recently outsourced both the internal audit and tax functions to take advantage of a broader range of expertise in areas that are becoming increasingly complex. Our transaction processes are being centralized in one location for economy of scale and better cash management. In addition, we are centralizing our risk management in the treasury function for increased efficiency and risk avoidance.

Looking ahead.

As we enter fiscal 2004, we anticipate transition – a time when indecisive signs of economic recovery may come to the fore, but also a time when further streamlining of operations and cost reductions could be necessary. In either case, we stand poised and prepared. Our facilities and manufacturing capacity is stronger than ever, more than able to support current volumes. Our product expertise and quality will continue to attract and sustain customer relationships.

/s/    Fred C. Kuznik        

Fred C. Kuznik, Chief Executive Officer