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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended July 31, 1996
or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to _________
Commission File No. 0-22724
CABLE DESIGN TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3601505
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
FOSTER PLAZA 7
661 ANDERSEN DRIVE
PITTSBURGH, PA 15220
(Address of Principal Executive Offices and Zip Code)
(412) 937-2300
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $.01 par value National Association of Securities Dealers
Automated Quotation System
(National Market System)
("NASDAQ / NMS")
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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Page 1 of ______
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The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant at September 30, 1996, is $516,772,935.
The number of shares outstanding of the registrant's Common Stock at September
30, 1996, is 18,188,210.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Cable Design Technologies Corporation Proxy Statement for the
Annual Meeting of Shareholders to be held on December 10, 1996, (the "Proxy
Statement") are incorporated by reference into Part III.
Portions of the 1996 Cable Design Technologies Corporation Annual Report to
Shareholders (the "1996 Annual Report") are incorporated by reference into Parts
I, II and IV.
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The undersigned hereby amends Item 14 of its Annual Report on Form 10-K for
the fiscal year ended July 31, 1996 by replacing page 29 of Exhibit 13.1 (CDT
1996 Annual Report to Stockholders) included in the original filing with page 29
attached hereto.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
Cable Design Technologies Corporation
By:/s/ Paul M. Olson November 15, 1996
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Paul M. Olson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Bryan C. Cressey Chairman of the Board November 15, 1996
- -------------------------- Director
Bryan C. Cressey
/s/ Paul M. Olson Director, President Chief November 15, 1996
- -------------------------- Executive Officer (Principal
Paul M. Olson Executive Officer)
/s/ Kenneth O. Hale Vice President, Chief Financial November 15, 1996
- -------------------------- Officer, Secretary (Principal Financial
Kenneth O. Hale and Principal Accounting Officer)
/s/ Bernard J. Bannan Director November 15, 1996
- --------------------------
Bernard J. Bannan
/s/ Myron S. Gelbach, Jr. Director November 15, 1996
- --------------------------
Myron S. Gelbach, Jr.
/s/ Michael F. O. Harris Director November 15, 1996
- --------------------------
Michael F. O. Harris
/s/ Glenn Kalnasy Director November 15, 1996
- --------------------------
Glenn Kalnasy
/s/ Richard C. Tuttle Director November 15, 1996
- --------------------------
Richard C. Tuttle
</TABLE>
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Exhibit 13.1
page 29
10. STOCK BENEFIT The Company maintains a Stock Purchase and Option Plan (the
PLANS "Former Plan") which was terminated as to future grants
effective upon completion of the Company's initial public
offering on November 24, 1993 (the "Initial Public
Offering"). As of the grant termination date, 2,777,696
options had been granted under the Former Plan to
directors, executives and other key employees of the
Company. Options issued under the Former Plan have an
exercise price equal to the fair market value of the common
stock on the date of grant (July 1988 through September
1992) and expire on the earlier of ten years after date of
grant or ten days after termination of employment.
Substantially all of the outstanding options became fully
vested as of the date of the Initial Public Offering.
A new Long-Term Performance Incentive Plan (the "Stock
Option Plan") was adopted September 23, 1993, and provides
for the granting to employees and other key individuals the
following types of incentive stock awards: stock options,
stock appreciations rights, restricted stock, performance
units and grants and other types of awards. The Stock
Option Plan is scheduled to terminate in ten years from the
date of adoption but may be extended another five years by
the Company's Board of Directors for the grant of awards
other than incentive stock options. Employee rights to
grants pursuant to the Stock Option Plan are forfeited if a
recipient's employment terminates within a specified period
following the grant. An aggregate of 436,722 shares of
common stock were reserved for issuance pursuant to the
Stock Option Plan. In fiscal 1995 and fiscal 1996, non-
qualified stock options of 150,000 and 270,600,
respectively, were granted to various employees. The terms
of the stock options include ratable vesting over five
years and an exercise price equal to the fair market value
of the stock at the date of grant.
A new Supplemental Long Term Performance Incentive Plan
(the "Supplemental Plan") was adopted in December 1995 and
authorizes the grant of awards with respect to 1,200,000
shares of common stock. 750,000 shares are to be reserved
for grants only to new members of the Company's management
who are employed in connection with acquisitions by the
Company. Under the Supplemental Plan, and in conjunction
with acquisitions completed by the Company in fiscal 1996,
the Company granted 399,400 options under the Supplemental
Plan in fiscal 1996.
Additionally, in December 1995 the Company adopted the Non-
Employee Director Stock Plan (the "Non-Employee Plan"). The
Non-Employee Plan provides that shares of common stock
having a fair market value of $15,000 be granted annually
to each non-employee director each August 1. There were
2,250 shares granted under the Non-Employee Plan in fiscal
1996.
