SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATED DECEMBER 8, 2006
OF
BELDEN CDT INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 001-12561 36-3601505
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(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)
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See Item 3.03 below.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On December 8, 2006, Belden CDT Inc., a Delaware corporation (the
"Company"), entered into an amendment ("Amendment No. 2") to the Company's
existing Rights Agreement dated as of December 11, 1996, and as amended on
November 15, 2004 (the "Rights Agreement"), between the Company and
Computershare Trust Company, N.A., successor to The First National Bank of
Boston (the "Rights Agent").
Amendment No. 2. extends the expiration date of the Rights Agreement for
an additional ten years to December 9, 2016, and implements a Three Year
Independent Director Evaluation (TIDE) provision pursuant to which a committee
comprised of independent directors (the "TIDE Committee") will review the Rights
Agreement every three years (or earlier upon receipt of an acquisition proposal)
to determine whether the Rights Agreement remains in the best interests of the
Company and its stockholders. Following each such review, the TIDE Committee
will communicate its conclusions to the full Board of Directors, including any
recommendation in light thereof as to whether the Rights Agreement should be
modified or the Rights should be redeemed.
In addition, Amendment No. 2 reestablishes the Purchase Price per one
one-thousandth of a share of Preferred Stock at $150, subject to adjustment.
A copy of Amendment No. 2 is attached hereto as Exhibit 4.2(a) and is
incorporated herein by reference. The foregoing description of Amendment No. 2
is qualified in its entirety by reference to Amendment No. 2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
4.2(a) Amendment No. 2, dated as of December 8, 2006, to the Rights Agreement
(incorporated by reference from the Company's Registration Statement on Form
8-A/A as filed with the Securities and Exchange Commission on December 8, 2006).
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 8, 2006 By: /s/ Kevin L. Bloomfield
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Kevin L. Bloomfield
Secretary
EXHIBIT INDEX
Exhibit
Number Description
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4.2(a) Amendment No. 2, dated as of December 8, 2006, to the Rights
Agreement (incorporated by reference from the Company's Registration
Statement on Form 8-A/A as filed with the Securities and Exchange
Commission on December 8, 2006)