UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BELDEN INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7701 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MISSOURI 63105
(Address of Principal Executive Offices and Zip Code)
BELDEN WIRE & CABLE COMPANY RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
------------------------
KEVIN L. BLOOMFIELD
SECRETARY
7701 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MISSOURI 63105
(Name and Address of Agent for Service)
(314) 854-8030
(Telephone Number, Including Area Code, of Agent For Service)
----------------------------
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share(2) Price Registration Fee
---------------------- ---------------- --------------------- ------------------- ----------------
Common Stock par value
$.01 per share 200,000 $19.105 $3,821,000 $309.12
------------------------
1. Pursuant to Rule 416(a) of the Securities Act of 1933, also covers additional
securities that may be offered as a result of stock splits, stock dividends or
similar transactions.
2. Estimated solely for the purpose of calculating the registration fee. This
estimate has been calculated in accordance with Rule 457 under the Securities
Act of 1933 and is based on the average of the high and low price per share as
reported on the New York Stock Exchange on December 8, 2003.
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INTRODUCTION
Belden Inc. (the "Company") files this registration statement on Form
S-8 to register 200,000 shares of its common stock for issuance pursuant to the
Belden Wire & Cable Company Retirement Savings Plan (as amended pursuant to the
amendment included in this registration statement as Exhibit 4.7, the "Plan").
This registration statement covers the registration of the Company's common
stock that may be issued in the event Plan participants were to elect, in
accordance with and subject to the provisions of the Plan, to purchase Company
shares in the Company stock fund from another investment fund of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will send or give to employees (as specified by Rule
428(b)(1) of the Securities Act of 1993, the "Act") the documents containing the
information specified in Part I of Form S-8 (i.e., plan information and
registrant information). Such documents need not be filed with the Securities
and Exchange Commission ("Commission") either as part of this Registration
Statement or as a prospectus or prospectus supplements pursuant to Rule 424 of
the Act. These documents (including the statement of availability required by
Item 2 of Form S-8) and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which the Company has filed with the
Commission, are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the fiscal year ended December 31, 2002; and
(c) the description of the Company's common stock incorporated by reference
in the Registration Statement on Form 8-A for the registration of the
common stock of the Company pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") filed
with the Commission on August 25, 1993, including any amendment or
report filed for the purpose of updating such description.
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All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's common stock, par value $.01 per share, is registered
pursuant to Section 12 of the Exchange Act, and therefore the description of
securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Kevin Bloomfield (whose opinion is contained in Exhibit 5.1) owns
shares of the Company's common stock, holds options to purchase shares of such
common stock, and participates in the Company's employee benefit plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("GCL") provides that a Delaware corporation may indemnify any person against
expenses, judgments, fines and amounts paid in settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding, (other than an action, suit or
proceeding in the name of the corporation), in which he is involved by reason of
the fact that he is or was a director, officer, employee or agent of such
corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the corporation, the
corporation may indemnify any such person against expenses actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the Delaware Court of Chancery or the court in which the
action or suit is brought determines upon application that, despite the
adjudication of the liability but in light of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense as
the court deems proper.
The Certificate of Incorporation of the Company provides
indemnification to directors and officers of the Company to the fullest extent
permitted by the GCL.
In accordance with Section 102(b)(7) of the GCL, the Certificate of
Incorporation of the Company eliminates each director's liability to the Company
or its stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
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knowing violation of law, (iii) under the section of the Delaware law providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care.
The Company has obtained a directors' and officers' liability insurance
policy, which insures the Company's directors and officers against certain
liabilities, including liabilities for which the Company may not be able to
indemnify such persons. The Company has also entered into indemnification
agreements with each director and executive officer, which provide for
indemnification against expenses, judgments, fines and settlements in connection
with threatened or pending litigation, inquiries or investigations that arise
out of the director's or officer's acts or omissions in his capacity as a
director or officer of the Company to the extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference. DOCUMENTS INDICATED BY AN ASTERISK (*) ARE FILED HEREWITH. Documents
not indicated by an asterisk are incorporated herein by reference to the
document indicated. References to the "Registration Statement" are to the Belden
Inc. Registration Statement on Form S-1, File Number 33-66830.
4.1 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Registration Statement)
4.2 Bylaws of the Company (Exhibit 3.2 to the Company's Registration
Statement)
4.3 Specimen Common Stock Certificate (Exhibit 4.1 to the Company's Form
10-K for the fiscal year ended December 31, 1995)
4.4 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to the
Company's Form 10-K for the fiscal year ended December 31, 1997)
4.5 Rights Agreement, dated as of July 6, 1995, between Belden Inc. and
First Chicago Trust Company of New York, as Rights Agent; Mellon
Investor Services L.L.C. has superseded First Chicago Trust Company of
New York as Rights Agent (Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Commission and effective on July
25, 1995)
4.6 Belden Wire & Cable Company Retirement Savings Plan, as amended
(Exhibit 10.16 to the Company's Form 10-K for the fiscal year ended
December 31, 2002)
*4.7 Amendment No. 3 to the Belden Wire & Cable Company Retirement Savings
Plan
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*5.1 Opinion of Kevin L. Bloomfield on the legality of securities being
issued
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Kevin L. Bloomfield (included in Exhibit 5.1)
*24.1 Powers of Attorney from members of the Board of Directors of Belden
Inc.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
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undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on December 8, 2003.
BELDEN INC.
By: /s/ C. Baker Cunningham
-----------------------------------
C. Baker Cunningham
Chairman of the Board, President,
Chief Executive Officer & Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/C. Baker Cunningham President, Chairman of the Board December 8, 2003
------------------------ Chief Executive Officer and Director
C. Baker Cunningham
Vice President, Finance and December 8, 2003
/s/Richard K. Reece Chief Financial Officer (Principal
------------------------ Financial and Accounting Officer)
Richard K. Reece
/s/LORNE D. BAIN Director December 1, 2003
------------------------
Lorne D. Bain*
/s/JOHN M. MONTER Director December 1, 2003
------------------------
John M. Monter*
/s/WHITSON SADLER Director December 1, 2003
------------------------
Whitson Sadler*
/s/CHRISTOPHER I. BYRNES Director December 1, 2003
------------------------
Christopher I. Byrnes*
/s/BERNARD G. RETHORE Director December 1, 2003
------------------------
Bernard G. Rethore*
/s/ARNOLD W. DONALD Director December 1, 2003
------------------------
Arnold W. Donald*
/s/C. Baker Cunningham
------------------------
*By C. Baker Cunningham, Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
4.1 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Registration Statement)
4.2 Bylaws of the Company (Exhibit 3.2 to the Company's Registration
Statement)
4.3 Specimen Common Stock Certificate (Exhibit 4.1 to the Company's Form
10-K for the fiscal year ended December 31, 1995)
4.4 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to the
Company's Form 10-K for the fiscal year ended December 31, 1997)
4.5 Rights Agreement, dated as of July 6, 1995, between Belden Inc. and
First Chicago Trust Company of New York, as Rights Agent; Mellon
Investors Services L.L.C. has superseded First Chicago Trust Company of
New York as Rights Agent (Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Commission and effective on July
25, 1995)
4.6 Belden Wire & Cable Company Retirement Savings Plan, as amended
*4.7 Amendment No. 3 to Belden Wire & Cable Company Retirement Savings Plan
*5.1 Opinion of Kevin L. Bloomfield on the legality of securities being
issued
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Kevin L. Bloomfield (included in Exhibit 5.1)
*24.1 Powers of Attorney from members of the Board of Directors of Belden
Inc.
DOCUMENTS INDICATED BY AN ASTERISK (*) ARE FILED HEREWITH. Documents
not indicated by an asterisk are incorporated herein by reference to
the document indicated.