<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
CABLE DESIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3601505
(State of or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
FOSTER PLAZA 7
661 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(Address of Principal Executive Offices) (zip code)
------------
CABLE DESIGN TECHNOLOGIES CORPORATION NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of plans)
------------
PAUL M. OLSON
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
FOSTER PLAZA 7
661 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(Name and address of agent for service)
(412) 937-2300
(Telephone number, including area code, of agent for service)
Copy to:
LANCE C. BALK
KIRKLAND & ELLIS
CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of securities to be Amount to Proposed maximum Proposed maximum Amount of
registered be price per share(1) aggregate offering price(1) Registration Fee
registered
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 75,000 $41.75 $3,131,250.00 $1,081.00
value $.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 Nasdaq Stock
Market's National Market as of June 18, 1996.
I:\CDT-1996\CURRENT\CDT-021.JSS
<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 (the "Securities Act") and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of certain documents by reference.
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a)(1) Cable Design Technologies Corporation's (the "Registrant") Annual
Report on Form 10-K for the fiscal year ended July 31, 1995;
(a)(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended October 31, 1996, January 31, 1996 and April 30, 1996;
(a)(3) The Registrant's Registration Statement on Form S-3 ("Form S-3")
originally filed on January 23, 1996 (File No. 333-00554), as amended by
Amendment No. 1 filed on February 6, 1996 and Post-Effective No. 1 filed on
February 28, 1996, containing a prospectus filed on February 29, 1996 pursuant
to Rule 424(b) under the Securities Act, containing audited financial statements
for the Registrant's latest fiscal year.
(b) The Registrant's Current Reports on Form 8-K dated September 22, 1995,
December 4, 1995, December 22, 1995 and February 20, 1996.
(c) The description of the Registrant's Common Stock contained in Form S-3
under the caption "Description of Capital Stock."
All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, but 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 a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
1
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of, and certain expense advancements to, directors, employees
and agents of corporations under certain conditions and subject to certain
limitations. ARTICLE NINE of the Amended and Restated Certificate of
Incorporation (the "Certificate") of the Registrant provides that the personal
liability of the directors of the Registrant is eliminated to the fullest extent
permitted by Paragraph (7) of Subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended or
supplemented.
ARTICLE V of the By-Laws of the Registrant provides as follows:
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
Section 1. Nature of Indemnity. Each person who was or is made a party or
--------- -------------------
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the corporation to the fullest extent which it is empowered to
do so by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees actually and reasonably incurred by such person in connection with such
proceeding and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 2 hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this Article V shall be a contract
right and, subject to Sections 2 and 5 hereof, shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final disposition. The corporation may, by action of its
Board of Directors, provide indemnification to employees and agents of the
corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
Section 2. Procedure for Indemnification of Directors and Officers. Any
---------- -------------------------------------------------------
indemnification of a director or officer of the corporation under Section 1 of
this Article V or advance or expenses under Section 5 of this Article V shall be
made promptly, and in any event within 30 days, upon the written request of the
director or officer. If a determination by the corporation that the director or
officer is entitled to indemnification pursuant to this Article V is required,
and the corporation fails to respond within sixty days to a written request for
indemnity, the corporation shall be deemed to have approved the request. If the
corporation denies a written request for indemnification or advancing of
expenses, in whole or in part, or if payment in full pursuant to such request is
not made within 30 days, the right to indemnification or advances as granted by
this Article V shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or
2
<PAGE>
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by the corporation. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
Section 3. Article Not Exclusive. The rights to indemnification and the
--------- ---------------------
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article V shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance. The corporation may purchase and maintain insurance
--------- ---------
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the corporation or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, whether or not the corporation would have the power to indemnify such
person against such liability under this Article V.
Section 5. Expenses. Expenses incurred by any person described in Section
--------- --------
1 of this Article V in defending a proceeding shall be paid by the corporation
in advance of such proceeding's final disposition unless otherwise determined by
the Board of Directors in the specific case upon receipt of an undertaking by or
on behalf of the director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
corporation. Such expenses incurred by other employees and agents may be so
paid upon such terms and condition, if any, as the Board of Directors deems
appropriate.
Section 6. Employee and Agents. Persons who are not covered by the
---------- -------------------
foregoing provisions of this Article V and who are or were employees or agents
of the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the Board of Directors.
Section 7. Contract Rights. The provisions of this Article V shall be
--------- ---------------
deemed to a contract right between the corporation and each director or officer
who serves in any such capacity at any time while this Article V and the
relevant provisions of the General Corporation Law of the State of Delaware or
other applicable law are in effect, any repeal or modification of this Article V
or any such law shall not affect any rights or obligations then existing with
respect to any state of facts or proceeding then existing.
Section 8. Merger or Consolidation. For purposes of this Article V,
--------- -----------------------
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would
3
<PAGE>
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article V with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
Item 9. Undertakings.
(a) 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;
(i) 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, 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.
(b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as the indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of express 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
4
<PAGE>
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 Securities Act and will be governed by the final adjudication
of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City
of Pittsburgh, State of Pennsylvania, on this 25th day of June, 1996.
CABLE DESIGN TECHNOLOGIES CORPORATION
By: /s/ Paul M. Olson
--------------------------------
Paul M. Olson
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Paul M. Olson and Kenneth O. Hale his true and
lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent, full power and
authority to do and perform such, each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act this Registration Statement
and the foregoing Power of Attorney have been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Bryan C. Cressey Chairman of the Board, Director June 25, 1996
- ------------------------
Bryan C. Cressey
/s/ Paul M. Olson Director, President, Chief Executive Officer, (Principal June 25, 1996
- ------------------------ Executive Officer)
Paul M. Olson
/s/ Kenneth O. Hale Vice President, Chief Financial Officer, Secretary (Principal June 25, 1996
- ------------------------ Financial and Principal Accounting Officer)
Kenneth O. Hale
/s/ Bernard J. Bannan Director June 25, 1996
- ------------------------
Bernard J. Bannan
/s/ Myron S. Gelbach, Jr. Director June 25, 1996
- ------------------------
Myron S. Gelbach, Jr.
/s/ Michael F.O. Harris Director June 25, 1996
- ------------------------
Michael F.O. Harris
/s/ Glenn Kalnasy Director June 25, 1996
- ------------------------
Glenn Kalnasy
/s/ Richard C. Tuttle Director June 25, 1996
- ------------------------
Richard C. Tuttle
/s/ Paul M. Olson Attorney-in-Fact June 25, 1996
- ------------------------
Paul M. Olson
/s/ Kenneth O. Hale Attorney-in-Fact June 25, 1996
- ------------------------
Kenneth O. Hale
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of Cable Design
Technologies Corporation (the "Registrant"), as amended to date.
Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 33-69992).
4.2 By-laws of Registrant, as amended to date. Incorporated by reference to
Exhibit 3.2 to the Registrant's Registion Statement on Form S-1 (File No. 33-
69992).
4.3 Cable Design Technologies Corporation Non-Employee Director Stock
(adopted on December 12, 1995). Incorporated by reference to Exhibit B to
the Registrant's Proxy Statement filed on January 17, 1996.
5.1 Opinion and consent of Kirkland & Ellis, special counsel to the Registrant.
15 Not Applicable.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen.
23.3 Consent of Deloitte & Touche.
23.4 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
28 Not Applicable.
99 Not Applicable.
</TABLE>
<PAGE>
EXHIBIT 5.1
-----------
June 25, 1996
Cable Design Technologies Corporation
Foster Plaza 7
661 Andersen Drive
Pittsburgh, Pensylvania 15220
Re: Shares of Common Stock, $.01 par value
--------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Cable Design Technologies Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8
(the "Registration Statement") pertaining to the registration of a proposed
offering of up to 75,000 shares of the Company's Common Stock, $.01 par value
per share (the "Common Stock") pursuant to the Company's Non-Employee Director
Stock Plan.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion,
including the following: (i) Amended and Restated Certificate of Incorporation
and the Bylaws of the Company, each as amended to the date hereof; and (ii)
certain resolutions adopted by the Board of Directors of the Company. In
addition, we have made such other and further investigations as we have deemed
necessary to enable us to express the opinions hereinafter set forth.
Based upon the foregoing and having regard to legal considerations
that we deem relevant, and subject to the comments and qualifications set forth
below, it is our opinion that the Common Stock has been duly authorized.
For purposes of this opinion, we have with your permission made the
following assumptions, in each case without independent verification: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as copies, (iii) the
authenticity of the originals of all documents submitted to us as copies, (iv)
the genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, (v) the authority of such persons signing
all documents on behalf of the parties thereto and (vi) the due authorization,
execution and delivery of all documents by the parties thereto.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations promulgated thereunder.
We do not find it necessary for purposes of this opinion to cover, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the offering and sale of the Common
Stock.
This opinion shall be limited to the laws of the State of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
KIRKLAND & ELLIS
2
<PAGE>
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated September 15,
1995, included in Cable Design Technologies Corporation's Form 10-K for the year
ended July 31, 1995, and Form S-3 (File No. 333-00554) and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
June 24, 1996
<PAGE>
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
As independent chartered accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 8, 1995,
included in Cable Design Technologies Corporation's Form S-3 (File No.
333-00554) and to all references to our Firm include in this registration
statement.
/s/ Arthur Andersen
ARTHUR ANDERSEN
Chartered Accountants and
Registered Auditors
Bank House
9 Charlotte Street
Manchester
M1 43U
June 24, 1996
<PAGE>
EXHIBIT 23.3
[LETTERHEAD OF DELOITTE & TOUCHE]
Cable Design Technologies Corporation
Foster Plaza 7
661 Andersen Drive
Pittsburgh, Pennsylvania
USA 15220
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference, in this Registration Statement of
Cable Design Technologies Corporation on Form S-8, of our reports dated December
19, 1995 (relating to the financial statements and schedule of Valuation and
Qualifying Accounts of the Structured Wiring and Copper Wire and Cable Business
of Northern Telecom Limited) appearing in the Prospectus, which is part of the
Registration Statement of Cable Design Technologies Corporation on Form S-3
originally filed on January 23, 1996 (File No. 333-00554), as amended by
Amendment No. 1 filed on February 6, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE
June 24, 1996
- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------
