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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 15, 2004
Belden CDT Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-3601505
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
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(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
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(Registrant's telephone number, including area code)
n/a
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(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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of December 15, 2004, the Board of Directors of Belden CDT Inc. (the
"Company") approved and adopted a new deferred compensation plan for
non-employee directors entitled the "2004 Belden CDT Inc. Non-Employee Director
Deferred Compensation Plan" (the "Plan"). The Plan permits non-employee
directors to defer any of their compensation by making a timely deferral
election. The Plan is included as an exhibit to this Form 8-K.
Apart from this, following completion of a merger transaction involving Belden
Inc. ("Belden") and the Company (which became effective on July 15, 2004), the
Board adopted the pre-merger compensation practices for non-employee directors
of Belden. (Five members of the Company's post-merger Board had been members of
Belden's Board; the other five members had been members of the Company's Board.)
Belden's practice was to provide each non-employee director an annual retainer
of $40,000; an annual restricted stock award of 2,000 shares; an annual retainer
for Committee Chairs of $4,000; reimbursement for expenses attendant to Board
membership; and a special meeting fee of $1,000. Thereafter, at its November 16,
2004 meeting, based, in part, on the recommendations of the compensation
consultant engaged by the Board's Nominating and Corporate Governance Committee,
the Board approved the following changes to these compensation levels for its
non-employee directors effective January 1, 2005: an annual retainer of $50,000,
an annual restricted stock award of 2,500 and an Audit Committee attendance fee
of $1,000 per meeting (other compensation terms remaining the same).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 2004 Belden CDT Inc. Non-Employee Director Deferred Compensation
Plan
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 20, 2004 By: /s/ Kevin Bloomfield
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