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SEC 1344 PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(07-03) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0058
Expires: March 31, 2006
FORM 12b-25 Estimated average burden
hours per response....2.50
NOTIFICATION OF LATE FILING --------------------------
SEC FILE NUMBER
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CUSIP NUMBER
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(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR / / Form N-CSR
For Period Ended: December 31, 2004
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Belden CDT Inc.
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Full Name of Registrant
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Former Name if Applicable
7701 Forsyth Boulevard, Suite 800
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Address of Principal Executive Office (Street and Number)
St. Louis, MO 63105
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra Sheets if Needed)
On July 15, 2004, pursuant to a merger transaction, Belden Inc. ("Belden")
became a wholly-owned subsidiary of Belden CDT Inc. (the "Company"). In
connection with the merger, the Company (formerly called Cable Design
Technologies Corporation ("CDT")) changed its name to Belden CDT Inc. For
accounting purposes, the Company treated the merger as an acquisition by Belden.
From July 16, 2004 onwards, the Company has included results of the legacy CDT
operations in its operating results. Since the merger, the Company has spent
substantial time consolidating the legacy companies of CDT with the Belden
companies for financial reporting purposes. The Company needs additional time to
complete and file its annual report on Form 10-K, its first, post-merger annual
report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kevin L. Bloomfield 314 854-8030
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes /X/ No / /
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes /X / No / /
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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Belden CDT Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2005 By /s/ Kevin L. Bloomfield
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers: This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
Part IV -
In a news release dated February 24, 2005, Belden CDT Inc. (NYSE:BDC) announced
results for the fourth quarter and year ended December 31, 2004. For continuing
operations, the Company's revenue for the quarter was $330.3 million, net income
was $8.6 million and earnings per fully diluted share were $0.17. Excluding
merger-related items, severance charges, and a tax valuation allowance, net
income was $20.4 million or $0.39 per fully diluted share.
For the year ended December 31, 2004, Belden CDT revenue from continuing
operations was $966.2 million. Net income from continuing operations of Belden
CDT for 2004 was $15.4 million, or $0.43 per diluted share using 38.7 million
average shares for the full year including the dilutive effect of the
convertible debentures from July 16, 2004 onward. The results for 2004 included
a gain of $1.7 million before tax for the sale of a Belden European business,
$30.6 million pre-tax of merger-related costs and severance charges, a $9.4
million tax valuation allowance in the Netherlands and a $2.4 million benefit in
the third quarter from the favorable resolution of a prior period tax matter.
For Belden, revenue from continuing operations in 2003 was $624.1 million, and
net income from continuing operations in 2003 was $10.2 million, or $0.40 per
diluted share using 25.4 million Belden shares. The results for 2003 included
severance charges of $6.5 million, asset impairment charges of $0.4 million, and
bad-debt expense of $0.6 million (all before taxes).