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): December 10, 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: Cable Design Technologies Corporation (the “Company”) press release dated December 8, 2003 titled “CDT Announces Fiscal First Quarter 2004 Results”

Item 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On December 8, 2003, the Company issued the press release attached as Exhibit 99.1 titled “CDT Announces Fiscal First Quarter 2004 Results”

The information in this Current Report on Form 8-K, including Exhibit 99.1, 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: December 10, 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	Cable Design Technologies Corporation (the “Company”) press release dated December 8, 2003 titled “CDT Announces Fiscal First Quarter 2004 Results “

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EX-99.1

Exhibit 99.1

CDT ANNOUNCES FISCAL FIRST QUARTER 2004

RESULTS

Company returns to profitability, generates positive cash flow.

Schaumburg, IL, December 8, 2003 – Cable Design Technologies (NYSE:CDT) reported today that earnings for the first fiscal quarter ending October 31, 2003 were $2.7 million, or $0.07 per diluted share. This compares with a net loss of $1.8 million, or $0.04 per diluted share, for the quarter ended July 31, 2003 and a net loss of $71.9 million, or $1.61 per diluted share, for the quarter ended October 31, 2002. The losses in the previous quarter and for the same period last year included expenses of $2.3 million and $4.7 million, net of tax, respectively, related to restructuring activities. In addition, the net loss for the same period last year included a $32.6 million loss, net of tax, from discontinued operations and a $35.7 million charge, net of tax, in connection with a change in accounting principle. The Company had a net loss from continuing operations of $1.7 million, or $0.04 per diluted share, for the quarter ending July 31, 2003 and a net loss from continuing operations of $3.6 million, or $0.08 per diluted share, for the quarter ending October 31, 2002.

Revenues for the first fiscal quarter ending October 31, 2003, were $130.6 million, compared with revenues of $129.5 million in the previous quarter and $121.0 million for the same period last year. Revenues for the first fiscal quarter 2004 benefited by approximately $6.0 million over the same period last year from the favorable effects of currency translation resulting from the weaker dollar. There was minimal impact from currency translation in the sequential quarter comparisons. Network Communication segment sales for the first fiscal quarter 2004 were $76.2 million and represented 58.3% of total company revenues, compared to $75.8 million in the previous quarter and $71.5 million for last year’s first quarter. Specialty Electronic segment sales for the first fiscal quarter 2004 were $54.5 million compared to $53.6 million last quarter and $49.6 million for the same period last year. First fiscal quarter 2004 segment revenues benefited from currency translation over the same period last year by approximately $3.3 million and approximately $2.7 million for the Network and Specialty segments, respectively. Sales outside of North America represented 38.7% of CDT’s current quarter revenues compared to 39.1% last quarter and 35.6% for the same period last year.

Selling, general and administrative expenses were $23.8 million for the current quarter compared to $24.7 million for the quarter ending July 31, 2003 and $23.5 million for the same period last year. The increase in SG&A over the same period last year is primarily due to the effect of foreign currency translation which increased SG&A by approximately $1.0 million. On a percent of sales basis, SG&A has declined to 18.2% from 19.4% a year ago.

The Company generated $5.1 million of cash during the quarter, driven largely by cash flow from operations.

Gross margin was 23.6% for the current quarter compared to 24.6% for the fiscal fourth quarter 2003 and 22.9% for the same period last year.

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“This quarter’s results in terms of profit, cashflow, and costs show the benefits of our restructuring efforts,” CEO Fred Kuznik stated. “With restructuring taking hold, we believe we have established a solid foundation for the business. The improving economy has resulted in increased revenues, and we continue to look to grow revenue through product and market development.”

About CDT

Cable Design Technologies (www.cdtc.com) is a leading designer and manufacturer of high bandwidth network connectivity products used in computer interconnect, switching and wireless applications and electronic data and signal transmission products that are used in automation and process control and specialty applications.

Safe Harbor Provision

Certain statements in this press release are forward-looking statements that are based on information currently available to management, management’s beliefs and a number of assumptions concerning future events. These statements include future financial results and performance, capital expenditures, length of market downturn and timing of any turnaround. These forward looking statements are subject to various uncertainties and other factors, which could cause the actual results to differ materially from those currently expected, including the level of market demand for the Company’s products, competitive pressures, economic conditions in the U.S. and other countries where the Company operates, working capital needs, information technology spending, the ability to achieve reductions in costs, the ability to continue to integrate acquisitions, price fluctuations of raw materials and the potential unavailability thereof, foreign currency fluctuations, technological obsolescence, environmental matters, industry competition and other specific factors discussed in the Company’s Annual Report on Form 10-K for the year ended July 31, 2003 and other Securities and Exchange Commission filings by the Company. The Company does not intend to update this information to reflect developments or information obtained after the date hereof and disclaims any legal obligation to the contrary.

(more)

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Cable Design Technologies Corporation & Subsidiaries

Condensed Consolidated Statements of Operations – Unaudited

(In thousands, except share and per share data)

	Three Months Ended October 31,
	2003			2002
NET SALES	$	130,648		$	121,041
Cost of Sales		99,758			93,348
GROSS PROFIT		30,890			27,693
Selling, general and administrative expenses		23,770			23,451
Research & development expenses		1,105			1,049
Business restructuring expense, net		—			7,072
INCOME (LOSS) FROM OPERATIONS		6,015			(3,879	)
Interest expense, net		1,264			1,640
Other (income) expense, net		(128	)		269
Income (loss) before income taxes, minority interest and cumulative effect of accounting change		4,879			(5,788	)
Income tax provision (benefit)		1,878			(2,301	)
Minority interest expense, net		254			88
Net income (loss) from continuing operations before cumulative effect of accounting change		2,747			(3,575	)
Loss from discontinued operations, net of tax		—			(636	)
Loss on sale of business, net of tax		—			(32,008	)
Net loss from discontinued operations		—			(32,644	)
Cumulative effect of change in accounting principle, net of Tax		—			(35,723	)
Net income (loss)	$	2,747		$	(71,942	)
NET INCOME (LOSS) PER COMMON SHARE
Basic:
Continuing operations	$	0.07		$	(0.08	)
Discontinued operations		—			(0.73	)
Cumulative effect of change in accounting principle		—			(0.80	)
	$	0.07		$	(1.61	)
Diluted:
Continuing operations	$	0.07		$	(0.08	)
Discontinued operations		—			(0.73	)
Cumulative effect of change in accounting principle		—			(0.80	)
	$	0.07		$	(1.61	)
Basic weighted average common shares outstanding		41,501,168			44,528,305
Diluted weighted average common shares outstanding		53,824,700			44,528,305

Results for the three months ended October 31, 2002 have been adjusted to reflect the cumulative effect of accounting change related to the adoption of SFAS 142 that was retroactive to August 1, 2002.

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Cable Design Technologies Corporation & Subsidiaries

Condensed Consolidated Balance Sheets—Unaudited

(In thousands)

	October 31,			July 31,
	2003			2003
ASSETS
Current Assets:
Cash and cash equivalents	$	37,790		$	32,701
Accounts receivable, net		80,485			79,121
Inventories		116,218			111,589
Other current assets		31,952			30,225
Assets held for sale		6,769			6,648
Total current assets		273,214			260,284
Property, plant and equipment, net		207,949			204,738
Goodwill, net		11,020			10,980
Intangible assets, net		3,562			3,740
Other assets		13,364			13,211
Total assets	$	509,109		$	492,953
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	1,956		$	1,960
Other current liabilities		73,527			70,299
Liabilities held for sale		965			892
Total current liabilities		76,448			73,151
Long-term debt, excluding current maturities		112,337			112,730
Other non-current liabilites		24,142			24,168
Total liabilities		212,927			210,049
Minority interest in subsidiaries		7,532			7,027
Stockholders’ Equity
Common stock		486			484
Paid in capital		203,684			202,544
Deferred compensation		(701	)		(727	)
Retained earnings		141,225			138,478
Treasury stock		(65,159	)		(65,188	)
Accumulated other comprehensive income		9,115			286
Total stockholders’ equity		288,650			275,877
Total liabilites and stockholders’ equity	$	509,109		$	492,953

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Cable Design Technologies Corporation & Subsidiaries

Segment Results of Operations – Unaudited

(In Thousands)

	Three months ended
	October 31, 2003			July 31, 2003		October 31, 2002
Net sales:
Network Communication	$	76,165		$	75,823	$	71,485
Specialty Electronic		54,483			53,648		49,556
Total net sales	$	130,648		$	129,471	$	121,041
Segment operating profit (loss):
Network Communication	$	761		$	621	$	(654	)
Specialty Electronic		5,254			5,349		3,847
Total segment operating profit		6,015			5,970		3,193
Business restructuring expense, net		—			3,965		7,072
Interest expense, net		1,264			1,218		1,640
Other (income) expense, net		(128	)		85		269
Income (loss) from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle	$	4,879		$	702	$	(5,788	)

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