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 1, 2005
Belden CDT Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-3601505
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant's telephone number, including area code)
n/a
(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))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
SIGNATURES
EXHIBIT INDEX
3.01 Bylaws
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5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On July 15, 2004, following the merger of Belden Inc. ("Belden") and Cable
Design Technologies Corporation ("CDT"), Belden CDT Inc. (the "Company") amended
its bylaws. The amended bylaws provided that, until the third anniversary of the
merger, the Board would consist of ten members--five from the Belden side and
five from the CDT side. For the three-year period, if any director designated by
either Belden or CDT ceased to serve on the Board for any reason, or a
director's term of office expired, the members of the Board designated by Belden
or CDT, as appropriate, could appoint or nominate, as the case may be, the
person to fill such directorship.
The amended bylaws also provided that, until the third anniversary of the
merger, the CDT-designated directors would have the right to nominate the
Chairman of the Board and the Belden-designated directors would have the right
to nominate the Chief Executive. In addition, for the three-year period, the
committees of the Board following the merger would be comprised of an equal
number of CDT-designated directors and Belden-designated directors.
The bylaws were also amended upon completion of the merger to generally provide
that, until the third anniversary of the merger, the affirmative vote of at
least 70% of the entire Board ("Supermajority Vote Provision") would be required
to (i) remove certain named officers; (ii) recommend to the shareholders the
removal of any Board member; (iii) approve or recommend a merger or sale of all
or substantially all of the assets; (iv) engage in certain acquisitions or
series of acquisitions; (v) authorize for issuance or issue a certain level of
equity securities; (vi) purchase, redeem or acquire any shares of Belden CDT's
capital stock; (vii) declare or pay any dividends or make any distributions in
respect of any shares of capital stock; (vii) incur indebtedness in excess of
$100 million or (viii) amend or modify a bylaw that is inconsistent with any of
the foregoing provisions (including as summarized in the previous two
paragraphs).
On December 1, 2005, the Board unanimously approved changes to the Company
bylaws. A copy of the restated bylaws (the "Second Amended and Restated Bylaws")
is attached as Exhibit 3.01. The Second Amended and Restated Bylaws, among other
things, now provides for a Board of nine members. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors. The Board shall elect the Chairman
of the Board, the Chief Executive Officer and members of each Board committee.
The Supermajority Vote Provision has been eliminated. This summary of the bylaws
is qualified in its entirety by the attached Second Amended and Restated Bylaws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
3.01 SECOND AMENDED AND RESTATED BYLAWS.
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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.
BELDEN CDT INC.
Date: December 6, 2005 By: /s/ Kevin L. Bloomfield
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Kevin L. Bloomfield
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