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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
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<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 1,200,000 $23.21875 $27,862,500 $7,355.70
$.01 per share
======================== ====================== ====================== ====================== ======================
</TABLE>
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(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 November 29, 2000.
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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, 1999;
(b) the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000, June 30, 2000 and September 30, 2000; 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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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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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
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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 December 1, 2000.
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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ C. Baker Cunningham
------------------------------ Chairman of the Board, December 1, 2000
C. Baker Cunningham President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Paul Schlessman
------------------------------ Vice President, Finance and December 1, 2000
Paul Schlessman Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ LORNE D. BAIN*
------------------------------
Lorne D. Bain Director December 1, 2000
/s/ JOHN M. MONTER*
------------------------------
John M. Monter Director December 1, 2000
/s/ WHITSON SADLER* Director December 1, 2000
-------------------------------
Whitson Sadler
/s/ CHRISTOPHER I. BYRNES*
---------------------------
Christopher I. Byrnes Director December 1, 2000
/s/ BERNARD G. RETHORE*
------------------------
Bernard G. Rethore Director December 1, 2000
</TABLE>
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* By C. Baker Cunningham, Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
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 Independent Auditors
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.
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