<PAGE>
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 INC. NON-EMPLOYEE DIRECTOR STOCK 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)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
<S> <C> <C> <C> <C>
Common Stock par 20,000 $28.5625 $571,250 $196.99
value $.01 per
share
</TABLE>
________________________
(1)Estimated solely for purposes of calculating the Registration Fee
based, pursuant to Rules 457(c) and 457(h)(i) under the Securities Act, on the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on August 26, 1996.
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Belden Inc. (the "Company"), are
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996 and June 30, 1996; 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.
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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The opinion as to the legality of the securities registered hereunder is
being given by Kevin L. Bloomfield, Vice President, Secretary and General
Counsel of the Company.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation Law of the State
of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section
102(b)(7) of the GCL, which provides for the elimination or limitation of the
p e r s onal liability for monetary damages of directors under certain
circumstances. Article VIII of the Certificate of Incorporation of the
Company eliminates the personal liability for monetary damages of directors
under certain circumstances and provides indemnification to directors and
officers of the Company to the fullest extent permitted by the GCL. Among
other things, these provisions provide indemnification for officers and
directors against liabilities for judgments in and settlements of lawsuits and
other proceedings and for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any such lawsuit
or proceeding.
The Company has obtained a directors' and officers' liability insurance policy
w h i c h 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 also has entered into indemnification
agreements with each of its directors and executive officers. These
indemnification agreements contain certain provisions 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
4.1 Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (File No. 33-66830))
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1 (File No. 33-66830))
4.3 Specimen Common Stock Certificate, as amended to date (incorporated
herein by reference to Exhibit 4.1 to the Company's Form 10-K for the
fiscal year ended December 31, 1995)
4.4 Rights Agreement, dated as of July 6, 1995, between Belden Inc. and
First Chicago Trust Company of New York, as Rights Agent; Boatmen's
Trust Company has superseded First Chicago Trust Company of New York as
Rights Agent (incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the Commission
and effective on July 25, 1995)
4.5 Belden Inc. Non-Employee Director Stock 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)
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<PAGE>
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
o f 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 Commission such indemnification is
a g a i nst 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 undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
August 28, 1996.
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<PAGE>
BELDEN INC.
By: /s/ C. BAKER CUNNINGHAM
C. Baker Cunningham
Chairman, President and
Chief Executive Officer
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 CUNNNGHAM Chairman of the Board, August 28, 1996
C. Baker Cunningham President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ RICHARD K. REECE Vice President, Finance and August 28, 1996
Richard K. Reece Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ LORNE D. BAIN* Director August 28, 1996
Lorne D. Bain
/s/ JOSEPH R. COPPOLA*
Joseph R. Coppola Director August 26, 1996
/s/ ALAN E. RIEDEL*
Alan E. Riedel Director August 26, 1996
/s/ CHRISTOPHER I. BYRNES*
Christopher I. Byrnes Director August 26, 1996
/s/ C. BAKER CUNNINGHAM
* By C. Baker Cunningham, Attorney-in-fact
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 33-66830))
4.2 Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (File No. 33-66830))
4.3 Specimen Common Stock Certificate, as amended to date
(incorporated herein by reference to Exhibit 4.1 to the
Company's Form 10-K for the fiscal year ended December 31,
1995)
4.4 Rights Agreement, dated as of July 6, 1995, between Belden
Inc. and First Chicago Trust Company of New York, as Rights
Agent; Boatmen's Trust Company has superseded First Chicago
Trust Company of New York as Rights Agent (incorporated
herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Commission
and effective on July 25, 1995)
4.5 Belden Inc. Non-Employee Director Stock 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 Board of Directors of
Belden Inc.
<PAGE>
<PAGE>
EXHIBIT 4.5
BELDEN INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purpose of Plan.
The purpose of this Belden Inc. Non-Employee Director Stock Plan
(as it may be amended from time to time, the "Plan") is to promote
the long-term financial interests of the Company and its subsidiaries
by:
(a) providing an incentive for certain members of the Board
of Directors who are not employees of the Company or any of
its subsidiaries to maximize the long-term value of the
Common Stock and otherwise act in the best interest of the
Company's stockholders;
(b) providing such non-employee directors with the opportunity
to acquire a greater stake in the future of the Company and
its subsidiaries through stock ownership; and
(c) attracting and retaining highly qualified non-employee
directors who will contribute in exceptional ways to the
long-term financial success of the Company and its
subsidiaries.
2. Definitions.
The following words and phrases have the respective meanings
indicated below unless a different meaning is plainly implied by the
context.
(a) "Administrative Committee" means any committee of management
employees which, pursuant to Section 4, has been appointed
by the Board Committee.
(b) "Award" means a grant of Common Stock made pursuant to this
Plan.
(c) "Award Date" means a date on which an Award is made.
(d) "Board of Directors" means the Board of Directors of the
Company.
(e) "Board Committee" means the Compensation Committee or
other committee of the Board of Directors which, pursuant
to Section 3, has authority to administer the Plan.
(f) "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company.
(g) "Company" means Belden Inc., a Delaware corporation, and its
successors.
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<PAGE>
(h) "Eligible Director" means any present or future member of
the Board of Directors who, on an Award Date, (i) is a
member of the Board of Directors, and (ii) is a Non- Employee
Director of the Company.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Non-Employee Director" is as defined in Rule 16b-3(b)(3) of
the Exchange Act issued on May 31, 1996.
(k) "Participant" means an Eligible Director who has been granted
an Award.
(l) "Plan" is as defined in paragraph 1 above.
3. Administration of Plan.
(a) The Plan shall be administered by the Board of Directors or,
if the Board of Directors shall so designate (which
designation may be revoked in the Board of Directors'
discretion), by a committee of the Board of Directors that
shall be comprised of not fewer than two directors. A
majority of the Board Committee shall constitute a quorum
and the acts of a majority of the members present at any
meeting at which a quorum is present, or actions approved in
writing by all members of the Board Committee, shall
constitute the acts of the Board Committee.
(b) The Board Committee shall not have authority or discretion
to determine (i) the Eligible Directors to receive Awards
hereunder, (ii) the Award Dates, or (iii) the number of shares
comprising any Award. All such matters are fixed and
determinable according to the provisions of the Plan.
(c) The Board Committee shall have full authority and discretion
to adopt rules and regulations to carry out the purposes and
provisions of the Plan. The Board Committee's interpretation
and construction of any provision of the Plan shall be binding
and conclusive, unless otherwise determined by the Board of
Directors.
4. Appointment of Administrative Committee.
(a) The Board Committee may appoint a committee of management
employees of the Company (which appointment may be revoked
in the Board Committee's discretion) to:
(i) construe the Plan and make equitable adjustments
for any mistakes, omissions or errors made in the
administration of the Plan;
(ii) adopt such rules and regulations as may be deemed
reasonably necessary for the proper and efficient
administration of the Plan consistent with its
purposes;
(iii) enforce the Plan in accordance with its terms and
with the rules and regulations adopted for the
Plan; and
(iv) do all other acts which in the Administrative
Committee's reasonable judgment are necessary or
desirable for the proper and advantageous
administration of the Plan consistent with the
Plan's purposes.
(b) The Administrative Committee shall not have authority or
discretion over matters described in Section 3(b).
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<PAGE>
5. Shares Subject to Plan.
Subject to adjustment as provided in Section 10, the aggregate
number of shares available for grant as Awards under the Plan is
20,000 shares of Common Stock, which may be treasury shares, reacquired
shares or authorized and unissued shares, or any combination thereof.
6. Grant Formula.
Each Eligible Director shall receive an Award of 200 shares of
Common Stock on each Award Date. An Award of 200 shares of Common
Stock will be made to each Eligible Director (i) initially as of
September 3, 1996 and (ii) thereafter on the date following the
Company's annual meeting of stockholders each year, or if such date
falls on a non-business day, then on the first business day
following such date, for the ten year duration of the Plan.
7. Holding Period.
No share of Common Stock received as an Award under this Plan shall
be sold for a period of six months commencing on the Award Date on
which such Common Stock was granted. After such six month period,
any share of Common Stock received as an Award on such Award Date
under this Plan shall be freely and fully alienable by the recipient
of such Award.
8. Rights with respect to Common Shares and Other Securities.
Unless otherwise determined by the Board Committee in its
discretion, a Participant to whom an award has been made shall have,
after issuance of a certificate for the number of shares of Common
Stock awarded, ownership of such shares of Common Stock, including
the right to vote the same and to receive dividends or other
distributions made or paid with respect to such Common Stock, subject,
however, to the options, restrictions and limitations imposed
thereon pursuant to the Plan.
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<PAGE>
9. Nonalienation of Benefits.
No rights or benefits under the Plan (other than, subject to
restrictions on resale, the Common Stock received under the Plan)
shall be subject to anticipation, alienation, sale, assignment, pledge,
bequeath, encumbrance or charge and any attempt to anticipate,
alienate, sell, assign, pledge, bequeath, encumber or charge the
same shall be void. No right or benefit under the Plan shall in any
manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such right or benefit except such
claims as may be made by the Company or any subsidiary. If any
participant or beneficiary hereunder should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, bequeath,
encumber or charge any right or benefit under the Plan (other than,
subject to restrictions on resale, the Common Stock received under
the Plan), such right or benefit shall, in the sole discretion of
the Board of Directors (or of the Board Committee or Administrative
Committee acting on behalf of the Board of Directors), cease.
10. Adjustment in Number of Shares.
In the event of any change in the outstanding Common Stock of the
Company by reason of any stock split, dividend, split-up, split-off,
spin-off, recapitalization, merger, consolidation, rights offering,
reorganization, combination or exchange of shares, a sale by the
Company of all of its assets, any distribution to stockholders other
than a normal cash dividend,or other extraordinary or unusual event,
if the Board of Directors (or Board Committee acting on behalf of
the Board of Directors) shall determine, in its discretion, that
such change equitably requires an adjustment in the number of shares
of Common Stock available under this Plan, such adjustment may be
made by the Board of Directors (or Board Committee) and shall be
final, conclusive and binding for all purposes of the Plan.
11. Amendment.
The Board of Directors may amend the Plan at any time.
12. Discontinuance.
The Board of Directors may terminate the Plan at any time.
13. Effective Date of Plan.
The effective date of the Plan shall be August 15, 1996, and the
Plan shall terminate on August 15, 2006 (or on such earlier date as
the Board of Directors may determine.)
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<PAGE>
EXHIBIT 5.1
August 27, 1996
Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am Vice President, Secretary and General Counsel of Belden Inc., a Delaware
corporation (the "Company"), and am familiar with the Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering the registration of 20,000 shares of the Company's
Common Stock, $.01 par value (the "Shares"), issuable pursuant to the
Company's Non-Employee Director Stock Plan (the "Plan"). I have examined
such certificates, documents and records of the Company and have made such other
investigations as I have deemed necessary in order to render the opinion
hereinafter set forth.
I am of the opinion that Shares issued pursuant to the Plan are duly
authorized pursuant to the Plan, and, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the use of my name in such Registration Statement and
also to the filing of this opinion as an exhibit to such Registration Statement.
Yours very truly,
/s/ KEVIN L. BLOOMFIELD
Kevin L. Bloomfield
Vice President, Secretary
and General Counsel<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Belden Inc. pertaining to the Belden Inc.
Non-Employee Director Stock Plan of our report dated January 23, 1996, with
respect to the consolidated financial statements of Belden Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
St. Louis, Missouri
August 29, 1996
<PAGE>
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to
do any and all acts and things and to execute any and all instruments which such
attorney and agent may deem necessary or advisable: (i) to enable the Company
to comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of Common Stock of the Company, par value $.01 per share (the
"Stock"), issued or to be issued by the Company under the Belden Inc.
Non-Employee Director Stock Plan; including specifically the power and
authority to sign for and on behalf of the undersigned in connection
therewith the name of the undersigned as director of the Company
to one or more Registration Statements on Form S-8, as the case may be, or to
any amendments thereto (including any post-effective amendments) filed with
the Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection
with such Registration Statements or amendments; and (ii) to register or
qualify the Stock for sale and to register or license the Company as a broker
or dealer in the Stock under the securities or Blue Sky laws of all such
states as may be necessary or appropriate to permit the offering and sale as
contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to
any exhibit filed as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with the public
authority or authorities administering such securities or Blue Sky laws for
the purpose of so registering or qualifying the Stock or registering or
licensing the Company; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
28th day of August, 1996.
/s/ LORNE D. BAIN
Lorne D. Bain <PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to
do any and all acts and things and to execute any and all instruments which
such attorney and agent may deem necessary or advisable: (i) to enable the
Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of Common Stock of the Company, par
value $.01 per share (the "Stock"), issued or to be issued by the Company
under the Belden Inc. Non-Employee Director Stock Plan; including
specifically the power and authority to sign for and on behalf of the
undersigned in connection therewith the name of the undersigned as director
of the Company to one or more Registration Statements on Form S-8, as the
case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with such Registration Statements or amendments; and
(ii) to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by such Registration Statements, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the undersigned the name of
the undersigned as director of the Company to any application, statement,
petition, prospectus, notice or other instrument or document, or
to any amendment thereto, or to any exhibit filed as a part thereof or in
connection therewith, which is required to be signed by the undersigned and
to be filed with the public authority or authorities administering such
securities or Blue Sky laws for the purpose of so registering or qualifying
the Stock or registering or licensing the Company; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of August, 1996.
/s/ JOSEPH R. COPPOLA
Joseph R. Coppola <PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to
do any and all acts and things and to execute any and all instruments which
such attorney and agent may deem necessary or advisable: (i) to enable the
Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of Common Stock of the Company, par
value $.01 per share (the "Stock"), issued or to be issued by the Company
under the Belden Inc. Non-Employee Director Stock Plan; including
specifically the power and authority to sign for and on behalf of the
undersigned in connection therewith the name of the undersigned as director
of the Company to one or more Registration Statements on Form S-8, as the
case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any Instrument or document filed as part of, as an exhibit to,
or in connection with such Registration Statements or amendments; and (ii) to
register or qualify the Stock for sale and to register or license the Company
as a broker or dealer in the Stock under the securities or Blue Sky laws of all
such states as may be necessary or appropriate to permit the offering and sale
as contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to any
exhibit filed as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with the public
authority or authorities administering such securities or Blue Sky laws for
the purpose of so registering or qualifying the Stock or registering or
licensing the Company; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorney and agent shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of August, 1996.
/s/ ALAN E. RIEDEL
Alan E. Riedel <PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to
do any and all acts and things and to execute any and all instruments which
such attorney and agent may deem necessary or advisable: (i) to enable the
Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the Securities Act of Common Stock of the Company, par value $.01 per
share (the "Stock"), issued or to be issued by the Company under the Belden
Inc. Non-Employee Director Stock Plan; including specifically the power and
authority to sign for and on behalf of the undersigned in connection
therewith the name of the undersigned as director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
such Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer
in the Stock under the securities or Blue Sky laws of all such states as may
be necessary or appropriate to permit the offering and sale as contemplated
by such Registration Statements, including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
a part thereof or in connection therewith, which is required to be signed by
the undersigned and to be filed with the public authority or authorities
administering such securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of August, 1996.
/s/ CHRISTOPHER I. BYRNES
Christopher I. Byrnes <PAGE>
