<PAGE> 1
As filed with the Securities and Exchange Commission on March 24, 1999
Registration No.
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. LONG-TERM INCENTIVE 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
<TABLE>
<CAPTION>
====================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock par value 1,300,000 $16.9375 $22,018,750 $6,121.21
$.01 per share
====================================================================================================================
</TABLE>
- ------------------------
(1)Estimated solely for purposes of calculating the Registration Fee
based, pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, on the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on March 19, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1998, June 30, 1998 and September 30, 1998; 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> 3
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 personal 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
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 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 4.1 to the Company's Registration Statement on
Form S-8 (File No. 33-83154))
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-8 (File No.
33-83154))
4.3 Specimen Common Stock Certificate (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 Amendment to Specimen Common Stock Certificate (incorporated herein by
reference to 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; ChaseMellon
Shareholder Services, L.L.C. 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)
4.6 Belden Inc. Long-Term Incentive Plan
5.1 Opinion of Kevin L. Bloomfield on the legality of securities being
issued
23.1 Consent of Ernst & Young LLP
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<PAGE> 4
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 undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on March 23, 1999.
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<PAGE> 5
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ C. BAKER CUNNINGHAM Chairman of the Board, March 23, 1999
- ---------------------------------- President, Chief Executive
C. Baker Cunningham Officer and Director
(Principal Executive Officer)
/s/ RICHARD K. REECE Vice President, Finance and March 23, 1999
- ---------------------------------- Chief Financial Officer
Richard K. Reece (Principal Financial and
Accounting Officer)
/s/ LORNE D. BAIN* Director March 23, 1999
- ----------------------------------
Lorne D. Bain
/s/ JOSEPH R. COPPOLA*
- ----------------------------------
Joseph R. Coppola Director March 23, 1999
/s/ ALAN E. RIEDEL*
- ----------------------------------
Alan E. Riedel Director March 23, 1999
/s/ CHRISTOPHER I. BYRNES* Director March 23, 1999
- ----------------------------------
Christopher I. Byrnes
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ JOHN R. DALLEPEZZE* Director March 23, 1999
- ----------------------------------
John R. Dallepezze
/s/ C. BAKER CUNNINGHAM
- ------------------------------------------
* By C. Baker Cunningham, Attorney-in-fact
</TABLE>
INDEX TO EXHIBITS
Exhibit
Number
4.1 Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-8 (File No. 33-83154))
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-8 (File No.
33-83154))
4.3 Specimen Common Stock Certificate (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 Amendment to Specimen Common Stock Certificate (incorporated herein by
reference to 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; ChaseMellon
Shareholder Services, L.L.C. 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)
4.6 Belden Inc. Long-Term Incentive 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)
-6-
<PAGE> 7
24.1 Powers of Attorney from Members of Board of Directors of Belden Inc.
-7-
<PAGE> 1
EXHIBIT 4.6
BELDEN INC.
LONG-TERM INCENTIVE PLAN
1. PURPOSE
The purpose of the Long-Term Incentive Plan of Belden Inc. (the "Plan")
is to promote the long-term financial interests of Belden Inc. (the "Company"),
including its growth and performance, by encouraging employees of the Company
and its subsidiaries to acquire an ownership position in the Company, enhancing
the ability of the Company to attract and retain employees of outstanding
ability, and providing employees with an interest in the Company parallel to
that of the Company' stockholders.
2. DEFINITIONS
2.1 "Administrative Policies" means the administrative
policies and procedures adopted and amended from time to time by the Committee
to administer the Plan.
2.2 "Award" means any form of stock option, stock appreciation
right, restricted stock award, or performance share granted under the Plan,
whether singly, in combination, or in tandem, to a Participant by the Committee
pursuant to such terms, conditions, restrictions and limitations, if any, as the
Committee may establish by the Award Agreement or otherwise.
2.3 "Award Agreement" means a written agreement with respect
to an Award between the Company and a Participant establishing the terms,
conditions, restrictions and limitations applicable to an Award. To the extent
an Award Agreement is inconsistent with the terms of the Plan, the Plan shall
govern the rights of the Participant thereunder.
2.4 "Board shall mean the Board of Directors of the Company.
2.5 "Change of Control" means a change in control of the
Company of a nature that would be required to be reported (assuming such event
has not been "previously reported") in response to Item 6(e) of Schedule 4A of
Regulation 14A promulgated under the Exchange Act; provided that, without
limitation, a Change of Control shall be deemed to have occurred at such time as
(i) any "person" within the meaning of Section 14(d) of the Exchange Act, is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the Company's
then outstanding securities, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board cease for
any reason to constitute at least a majority thereof unless the election, or the
nomination for election by the Company's shareholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
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<PAGE> 2
2.6 "Change of Control Price" means the higher of (i) the Fair
Market Value on the date of determination of the Change of Control or (ii) the
highest price per share actually paid for the Common Stock in connection with
the Change of Control of the Company.
2.7 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.8 "Committee" means the Compensation Committee of the Board,
or such other committee designated by the Board to administer the Plan, provided
that the members of the Committee qualify as disinterested administrators under
Rule 16b-3 of the Exchange Act.
2.9 "Common Stock" means the Common Stock, par value $.01 per
share, of the Company.
2.10 "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
2.11 "Fair Market Value" means the average of the high and low
price of a share of Common Stock as reported on the composite tape for
securities listed on the Stock Exchange for the applicable date, provided that
if no sales of Common Stock were made on the Stock Exchange on that date, the
average of the high and low prices as reported on the composite tape for the
preceding day on which sales of Common Stock were made.
2.12 "Participant" means an officer or employee of the Company
or its subsidiaries who is selected by the Committee to participate in the Plan,
and nonemployee directors of the Company to the extent provided in Section 11
hereof.
2.13 "Stock Exchange" means the New York Stock Exchange or, if
the Common Stock is no longer traded on the New York Stock Exchange, then such
other market price reporting system on which the Common Stock is traded or
quoted designated by the Committee after it determines that such other exchange
is both reliable and reasonably accessible.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of a majority of a quorum
shall be the acts of the Committee.
3.2 Subject to the provisions of the Plan, the Committee (i) shall
select the Participants, determine the type of Awards to be made to
Participants, determine the shares or share units subject to Awards, and (ii)
shall have the authority to interpret the Plan, to establish, amend, and rescind
any Administrative Policies to determine the terms and provisions of any
agreements entered into hereunder, and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award in the manner and to the extent it shall deem desirable to
carry it into effect. The determinations of the Committee in the administration
of the Plan, as described herein, shall be final and conclusive, provided,
however, that no action shall be taken which will prevent the options granted
under Section 11 or any Award granted under the Plan from meeting the
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<PAGE> 3
requirements for exemption from Section 16(b) of the Exchange Act, or subsequent
comparable statute, as set forth in Rule 16(b)-3 of the Exchange Act or any
subsequent comparable rule.
3.3 In order to enable Participants who are foreign nationals or
employed outside the United States, or both, to receive Awards under the Plan,
the Committee may adopt such amendments, Administrative Policies, subplans and
the like as are necessary or advisable, in the opinion of the Committee, to
effectuate the purposes of the Plan.
4. ELIGIBILITY
All employees of the Company and its subsidiaries who have demonstrated
significant management potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Company, as determined
by the Committee, are eligible to be Participants in the Plan. Participants may
receive one or more Awards under the Plan. Directors of the Corporation other
than directors who are employees of the Corporation shall be eligible only to
receive stock options pursuant to Section 11 hereof. The maximum number of
shares of Common Stock that may be subject to awards to any Participant under
the Plan is 200,000 shares each year of the 10-year term of the Plan, effective
as of the calendar year of 1998.
5. SHARES SUBJECT TO THE PLAN
5.1 The aggregate number of shares of Common Stock available for grants
of Awards under the Plan shall be 2,600,000, subject to the adjustments provided
for in Section 15 hereof. Shares of Common Stock available for issuance under
the Plan may be authorized and unissued shares or treasury shares, as the
Company may from time to time determine.
5.2 Shares of Common Stock subject to an Award that expires unexercised
or that is forfeited, terminated or cancelled, in whole or in part, or is paid
in cash in lieu of Common Stock, shall thereafter again be available for grant
under the Plan, provided that if the Participant who had been granted such Award
(i) was an officer subject to the provisions of Section 16(b) of the Exchange
Act and (ii) received benefits of ownership of such shares for purposes of
Section 16(b) of the Exchange Act (such as dividends with respect to forfeited
shares of restricted stock), such shares shall not thereafter be available for
grant under the Plan to officers subject to the provisions of Section 16(b) of
the Exchange Act.
6. AWARDS
Awards under the Plan may consist of: stock options (either incentive
stock options within the meaning of Section 422 of the Code or nonstatutory
stock options), stock appreciation rights, restricted stock grants and
performance shares. Awards of performance shares and restricted stock may
provide the Participant with dividends or dividend equivalents and voting rights
prior to vesting (whether based on a period of time or based on attainment of
specified performance conditions). The terms, conditions and restrictions of
each Award shall be set forth in an Award Agreement.
-3-
<PAGE> 4
7. STOCK OPTIONS
7.1 Grants. Awards may be granted in the form of stock options. Stock
options may be incentive stock options within the meaning of Section 422 of the
Code or nonqualified stock options (i.e., stock options which are not incentive
stock options), or a combination of both, or any particular type of tax
advantage option authorized by the Code from time to time.
7.2 Terms and Conditions of Options. An option shall be exercisable in
whole or in such installments and at such times and upon such terms as may be
determined by the Committee; provided, however, that no stock option shall be
exercisable more than ten years after the date of grant thereof. The option
exercise price shall be established by the Committee, but such price shall not
be less than the Fair Market Value on the date of the stock option's grant
subject to adjustment as provided in Section 15 hereof.
7.3 Restrictions Relating to Incentive Stock Options. Stock options
issued in the form of incentive stock options shall, in addition to being
subject to all applicable terms, conditions, restrictions and limitations
established by the Committee, comply with Section 422A of the Code. Incentive
stock options shall be granted only to full time employees of the Company and
its subsidiaries within the meaning of Section 425 of the Code. The aggregate
Fair Market Value (determined as of the date the option is granted) of shares
with respect to which incentive stock options are exercisable for the first time
by an individual during any calendar year (under this Plan or any other plan of
the Company which provides for the granting of incentive stock options) may not
exceed $100,000 or such other number as may be applicable under the Code from
time to time.
7.4 Payment. Upon exercise, a Participant may pay the option exercise
price of a stock option in cash, shares of Common Stock, stock appreciation
rights or a combination of the foregoing, or such other consideration as the
Committee may deem appropriate. The Committee shall establish appropriate
methods for accepting Common Stock and may impose such conditions as it deems
appropriate on the use of such Common Stock to exercise a stock option.
7.5 Additional Terms and Conditions. The Committee may, by way of the
Award Agreement or Administrative Policies, establish such other terms,
conditions or restrictions, if any, on any stock option award, provided they are
consistent with the Plan. The Committee may condition the vesting of stock
options on the achievement of financial performance criteria established by the
Committee at the time of grant.
8. STOCK APPRECIATION RIGHTS
8.1 Grants. Awards may be granted in the form of stock appreciation
rights ("SARs"). SARs shall entitle the recipient to receive a payment equal to
the appreciation in market value of a stated number of shares of Common Stock
from the price stated in the Award Agreement to the Fair Market Value on the
date of exercise or surrender. An SAR may be granted in tandem with all or a
portion of a related stock option under the Plan ("Tandem SARs"), or may be
granted separately ("Freestanding SARs"); provided, however, that Freestanding
SARs shall be granted only to Participants who are foreign nationals or are
employed outside of the United States, or both, and as to whom the Committee
determines the interests of the Company could not as conveniently be
-4-
<PAGE> 5
served by the grant of other forms of Awards under the Plan. A Tandem SAR may be
granted either at the time of the grant of the related stock option or at any
time thereafter during the term of the stock option. An SAR may be exercised no
sooner than six months after it is granted. In the case of SARs granted in
tandem with stock options granted prior to the grant of such SARs, the
appreciation in value shall be appreciation from the option exercise price of
such related stock option to the Fair Market Value on the date of exercise.
8.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be
exercisable to the extent, and only to the extent, that the related stock option
is exercisable. Upon exercise of a Tandem SAR as to some or all of the shares
covered in an Award, the related stock option shall be cancelled automatically
to the extent of the number of SAR's exercised, and such shares shall not
thereafter be eligible for grant under Section 5 hereof.
8.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall
be exercisable in whole or in such installments and at such times as may be
determined by the Committee. The base price of a Freestanding SAR shall be
determined by the Committee; provided, however, that such price shall not be
less than the Fair Market Value on the date of the award of the Freestanding
SAR.
8.4 Deemed Exercise. The Committee may provide that an SAR shall be
deemed to be exercised at the close of business on the scheduled expiration date
of such SAR, if at such time the SAR by its terms is otherwise exercisable and,
if so exercised, would result in a payment to the Participant.
8.5 Additional Terms and Conditions. The Committee may, by way of the
Award Agreement or Administrative Policies, determine such other terms,
conditions and restrictions, if any, on any SAR Award, provided they are
consistent with the Plan.
9. RESTRICTED STOCK AWARDS
9.1 Grants. Awards may be granted in the form of restricted stock
("Restricted Stock Awards"). Restricted Stock Awards shall be awarded in such
numbers and at such times as the Committee shall determine.
9.2 Award Restrictions. Restricted Stock Awards shall be subject to
such terms, conditions or restrictions as the Committee deems appropriate
including, but not limited to, restrictions on transferability, requirements of
continued employment, individual performance or the financial performance of the
Company. The period of vesting and the forfeiture restrictions shall be
established by the Committee at the time of grant, except that each restriction
period shall not be less than 12 months.
9.3 Rights as Shareholders. During the period in which any restricted
shares of Common Stock are subject to forfeiture restrictions imposed under the
preceding paragraph, the Committee may, in its discretion, grant to the
Participant to whom such restricted shares have been awarded, all or any of the
rights of a shareholder with respect to such shares, including, but not limited
to, the right to vote such shares and to receive dividends.
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<PAGE> 6
9.4 Evidence of Award. Any Restricted Stock Award granted under the
Plan may be evidenced in such manner as the Committee deems appropriate,
including, without limitation, book entry registration or issuance of a stock
certificate or certificates.
10. PERFORMANCE SHARES
10.1 Grants. Awards may be granted in the form of shares of Common
Stock that are earned only after the attainment of predetermined performance
targets during a performance period as established by the Committee
("Performance Shares").
10.2 Performance Criteria. The Committee may grant an Award of
Performance Shares to Participants as of the first day of each Performance
Period. As used herein, the term "Performance Period" means the period during
which a Performance Target is measured and the term "Performance Target" means
the predetermined goals established by the Committee. A Performance Target will
be established at the beginning of each Performance Period. At the end of the
Performance Period, Performance Shares shall be converted into Common Stock (or
cash or a combination of Common Stock and cash, as determined by the Award
Agreement) and distributed to Participants based upon such entitlement. Award
payments made in cash rather than the issuance of Common Stock shall not, by
reason of such payment in cash, result in additional shares being available for
reissuance pursuant to Section 5 hereof.
10.3 Additional Terms and Conditions. The Committee may, by way of the
Award Agreement or Administrative Policies, determine the manner of payment of
Awards of Performance Shares and other terms, conditions or restrictions, if
any, on any Award of Performance Shares, provided they are consistent with the
Plan.
11. DIRECTORS' STOCK OPTIONS
11.1 Grants. Awards may be granted to nonemployee directors only in the
form of stock options satisfying the requirements of this Section 11 ("Director
Stock Options"). Subject to Section 15 hereof, on the date following the
commencement of the Company's annual meeting of stockholders each year, there
shall be granted to each nonemployee director an option to purchase 1,000 shares
of Common Stock. All such options shall be nonstatutory stock options.
11.2 Option Exercise Price. The option exercise price of Director Stock
Options shall be 100 percent of the Fair Market Value on the date such options
are granted. The Committee shall be authorized to compute the price per share on
the date of grant. Payment of the option exercise price may be made in cash or
in shares of Common Stock or a combination of cash and Common Stock.
11.3 Option Agreement. Director Stock Options shall be evidenced by an
Award Agreement, dated as of the date of the grant, which agreement shall be in
such form, consistent with the terms and requirements of this Section 11, as
shall be approved by the Committee from time to time and executed on behalf of
the Company by its chief executive officer.
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<PAGE> 7
11.4 Terms and Conditions of Director Stock Option. Director Stock
Options shall become fully exercisable on the first anniversary of the date of
grant and shall terminate upon the expiration of five years from the date of
grant. To the extent an option is not otherwise exercisable at the date of the
nonemployee director's retirement under a retirement plan or policy of the
Company, it shall become fully exercisable upon such retirement provided,
however, that Director Stock Options shall not become exercisable under this
sentence prior to the expiration of six months from the date of grant. Upon such
retirement, such options shall be exercisable for a period of one year, subject
to the original term thereof. Options not otherwise exercisable at the time of
the disability or death of a nonemployee director during continued service with
the Company shall become fully exercisable upon his disability or death, unless
the date of disability or death occurs prior to the expiration of six months
from the date of grant. Upon the disability or death of a nonemployee director
while in service as a director, such options shall remain exercisable (subject
to the original term of the option) for a period of one year after the date of
disability or of death. To the extent an option is exercisable on the date a
director ceases to be a director (other than by reason of disability, death or
retirement), the option shall continue to be exercisable (subject to the
original term of the option) for a period of 90 days thereafter.
11.5 Transferability. No option shall be transferable by a nonemployee
director except by will or the laws of descent and distribution, and during the
director's life time options may be exercised only by him or his legal
representative.
11.6 Change of Control. Director Stock Options not otherwise
exercisable at the time of a Change of Control shall become fully exercisable
upon such Change of Control; provided, however, that options shall not become
exercisable under this provision prior to the expiration of six months from the
date of grant. In the case of a Change of Control:
(i) The Company shall make payment to directors with respect
to Director Stock Options in cash in an amount equal to the appreciation in the
value of the Director Stock Option from the option exercise price specified in
the Award Agreement to the Change of Control Price.
(ii) The cash payments to directors shall be due and payable, and
shall be paid by the Company, immediately upon the occurrence of such Change of
Control; and
(iii) After the payment provided for in (i) above, nonemployee
directors shall have no further rights under Director Stock Options outstanding
at the time of such Change in Control.
12. DIVIDENDS AND DIVIDEND EQUIVALENTS; DEFERRALS
12.1 If an Award is granted in the form of a Restricted Stock Award or
a Freestanding SAR, the Committee may choose, at the time of the grant of the
Award, to include as part of such Award an entitlement to receive dividends or
dividend equivalents, subject to such terms, conditions, restrictions or
limitations, if any, as the Committee may establish. Dividends and dividend
equivalents shall be paid in such form and manner and at such time as the
Committee shall determine.
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<PAGE> 8
12.2 The Committee may permit Participants to elect to defer the
issuance of shares or the settlement of Awards in cash under Administrative
Policies established by the Committee. It may also provide that deferred
settlements include the payment or crediting of interest on the deferral amounts
or the payment or crediting of dividend equivalents on deferred settlements
denominated in shares.
13. TERMINATION OF EMPLOYMENT
The Committee shall adopt Administrative Policies determining the
entitlement of Participants who cease to be employed by either the Company or
its subsidiaries due to death, disability, resignation, termination or
retirement pursuant to an established retirement plan or policy of the Company
or its subsidiaries.
14. ASSIGNMENT AND TRANSFER
The rights and interests of a Participant under the Plan may not be
assigned, encumbered or transferred except, in the event of the death of a
Participant, by will or the laws of descent and distribution.
15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any change in the outstanding shares of Common Stock by
reason of a reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan and the shares
issuable pursuant to then outstanding Awards shall be appropriately adjusted by
the Committee, whose determination shall be final.
16. WITHHOLDING TAXES
The Company shall have the right to deduct from any payment to be made
pursuant to the Plan the amount of any taxes required by law to be withheld
therefrom, or to require a Participant to pay to the Company such amount
required to be withheld prior to the issuance or delivery of any shares of Stock
or the payment of cash under the Plan. The Committee may, in its discretion,
permit a Participant to elect to satisfy such withholding obligation by having
the Company retain the number of shares of Common Stock whose Fair Market Value
equals the amount required to be withheld. Any fraction of a share of Common
Stock required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash to the Participant.
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<PAGE> 9
17. REGULATORY APPROVALS AND LISTINGS
Notwithstanding anything contained in this Plan to the contrary, the
Company shall have no obligation to issue or deliver certificates of Common
Stock evidencing Restricted Stock Awards or any other Award payable in Common
Stock prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such shares to listing on the Stock Exchange
and (iii) the completion of any registration or other qualification of said
shares under any state or federal law or ruling of any governmental body which
the Company shall, in its sole discretion, determine to be necessary or
advisable.
18. NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or its subsidiaries. Further, the company
and its subsidiaries expressly reserve the right at any time to dismiss a
Participant free from any liability, or any claim under the Plan, except as
provided herein or in any Award Agreement entered into hereunder.
19. CHANGE OF CONTROL
In the event of a Change of Control, (i) all SARs which have not been
granted in tandem with stock options and which have been outstanding for at
least six months shall become exercisable in full, (ii) the restrictions
applicable to all shares of restricted stock shall lapse and such shares shall
be deemed fully vested and all restricted stock granted in the form of share
units shall be paid in cash, (iii) all Performance Shares shall be deemed to be
earned in full and all Performance Shares granted in the form of share units
shall be paid in cash, and (iv) any Participant who has been granted a stock
option which is not exercisable in full shall be entitled, in lieu of the
exercise of the portion of the stock option which is not exercisable, to obtain
a cash payment in an amount equal to the difference between the option price of
such stock option and (A) in the event the Change of Control is the result of a
tender offer or exchange offer for the Common Stock, the final offer price per
share paid for the Common Stock, or such lower price as the Committee may
determine with respect to any incentive stock option to preserve its incentive
stock option status, multiplied by the number of shares of Common Stock covered
by such portion of the stock option, or (B) in the event the Change of Control
is the result of any other occurrence, the aggregate value of the Common Stock
covered by such portion of the stock option, as determined by the Committee at
such time. The Committee may, in its discretion, include such further provisions
and limitations in any agreement documenting such Awards as it may deem
equitable and in the best interests of the Company.
20. AMENDMENT
The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
stockholder approval if such approval is necessary in order for the Plan to
continue to comply with Rule 16b-3 under the Exchange Act; and provided further,
that the provisions of Section 11 shall not be amended more than once every six
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<PAGE> 10
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
21. GOVERNING LAW
The validity, construction and effect of the Plan and any actions taken
or relating to the Plan shall be determined in accordance with the laws of the
State of Delaware and applicable Federal law.
22. RIGHTS AS SHAREHOLDER
Except as otherwise provided in the Award Agreement, a Participant
shall have no rights as a shareholder until he or she becomes the holder of
record. To the extent any person acquires a right to receive payments from the
Company under this Plan, such rights shall be no greater than the rights of an
unsecured creditor of the Company.
23. EFFECTIVE DATE
23.1 The Plan shall be effective upon approval by the board, subject to
approval by the holders of a majority of the shares of Common Stock. Subject to
earlier termination pursuant to Section 20, the Plan shall have a term of 10
years from its effective date. After termination of the Plan, no future Awards
may be granted but previously made Awards shall remain outstanding in accordance
with their applicable terms and conditions and the terms and conditions of the
Plan.
23.2 Any Awards made prior to approval by the shareholders of the
Company shall be effective when made, but shall be conditioned on, and subject
to such approval.
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<PAGE> 1
EXHIBIT 5.1
OPINION OF KEVIN L. BLOOMFIELD ON THE
LEGALITY OF SECURITIES BEING ISSUED
March 23, 1999
Belden Inc.
7701 Forysth Boulevard, Suite 800
St. Louis, Missouri 63105
Gentlemen:
In my capacity as Vice President, Secretary and General Counsel of Belden Inc.,
a Delaware corporation (the "Company"), I have acted as counsel to the Company
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to up to an
additional 1,300,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), issuable pursuant to the Company's Long-Term Incentive 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.
Based on the foregoing, at this date, it is my opinion that the 1,300,000 shares
of Common Stock which may be issued in the future pursuant to the Plan, when
issued and sold in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
I 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.
This opinion is limited to matters governed by the federal laws of the United
States of America, the laws of the State of Texas, the laws of the State of
Missouri, and the General Corporation Law of the State of Delaware.
The opinion set forth in this letter is rendered only to you pursuant to
Regulation S-K, Rule 601 under the Securities Act of 1933 in connection with the
Registration Statement and may not be relied upon by any other person for any
purpose without my prior written consent.
Yours very truly,
/s/ KEVIN L. BLOOMFIELD
Kevin L. Bloomfield
Vice President, Secretary
and General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of Belden Inc. pertaining to the Belden Inc. Long-Term
Incentive Plan of our report dated January 19, 1998, 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, 1997 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 22, 1999
<PAGE> 1
EXHIBIT 24.1
POWERS OF ATTORNEY FROM MEMBERS
OF THE BOARD OF DIRECTORS
OF BELDEN INC.
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. Long-Term
Incentive 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, as
of the 18th day of February, 1999.
/s/ LORNE D. BAIN /s/ ALAN E. RIEDEL /s/ JOSEPH R. COPPOLA
- ----------------- ------------------ ---------------------
Lorne D. Bain Alan E. Riedel Joseph R. Coppola
/s/ CHRISTOPHER I. BYRNES /s/ JOHN R. DALLEPEZZE
- ------------------------- ----------------------
Christopher I. Byrnes John R. Dallepezze
