8-A12B 1 d226264d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

BELDEN INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   36-3601505
(State of incorporation or organization)   (I.R.S. Employer or Identification No.)

1 North Brentwood Boulevard

15th Floor

St. Louis, Missouri

   63105
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Depositary Shares, each representing a 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

Securities Act registration file number to which this form relates: 333-211717

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Belden Inc. (the “Company”) is registering Depositary Shares, each representing a 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), pursuant to this Form 8-A. The descriptions of the Depositary Shares and the underlying Mandatory Convertible Preferred Stock are contained in the sections captioned “Description of Mandatory Convertible Preferred Stock” and “Description of Depositary Shares” in the Company’s prospectus supplement, dated July 20, 2016, which constitutes a part of the Registration Statement on Form S-3 (Registration No. 333-211717), filed by the Company with the Securities and Exchange Commission on May 31, 2016. Such sections are incorporated herein by reference.

Item 2. Exhibits.

 

Exhibit
Number

   

Description of Exhibit

   

The filings

referenced for incorporation by

reference are Company

(Belden Inc.) filings

(File No. 001-12561)

3.1    Certificate of Incorporation, as amended    February 29, 2008 Form 10-K, Exhibit 3.1
3.2    Bylaws    May 31, 2016 Form 8-K, Exhibit 3.1
3.3    Certificate of Designations    July 26, 2016 Form 8-K, Exhibit 3.1
4.1    Rights Agreement    December 11, 1996 Form 8-A, Exhibit 1.1
4.2    Amendment to Rights Agreement    November 15, 2004 Form 10-Q, Exhibit 4.1
4.3    Amendment to Rights Agreement    December 8, 2006 Form 8-A/A, Exhibit 4.2(a)
4.4    Form of Certificate    July 26, 2016 Form 8-K, Exhibit 4.1
4.5    Deposit Agreement    July 26, 2016 Form 8-K, Exhibit 4.2
4.6    Form of Depositary Receipt    July 26, 2016 Form 8-K, Exhibit 4.3

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    BELDEN INC.
Date: July 26, 2016     By:  

/s/ Brian E. Anderson

      Brian E. Anderson
      Senior Vice President, Legal, General Counsel and Corporate Secretary