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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-A
ON FORM 8-A/A
___________________________
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
CABLE DESIGN TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-3601505
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Foster Plaza 7, 661 Andersen Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights, New York Stock Exchange
with respect to Common Stock,
par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This document contains 27 pages.
The Exhibit Index is located on page 7.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
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Preferred Stock Purchase Rights
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On December 10, 1996, the Board of Directors of Cable Design
Technologies Corporation (the "Company") authorized the issuance of one
preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $.01 per share (the "Common Shares"), of the Company.
The distribution is payable to the stockholders of record at the close of
business on December 26, 1996 (the "Record Date"), and with respect to all
Common Shares that become outstanding after the Record Date and prior to the
earliest of the Distribution Date (as defined below), the redemption of the
Rights, the exchange of the Rights, and the expiration of the Rights (and, in
certain cases, following the Distribution Date). Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share
of a Junior Participating Preferred Stock, Series A, par value $.01 per share,
of the Company (the "Preferred Shares") at a price of $150.00 per one one-
thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and The First National Bank of
Boston, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the expiration of the Company's
redemption rights following the date of public disclosure that a person or
group other than certain exempt persons (an "Acquiring Person"), together with
persons affiliated or associated with such Acquiring Person (other than those
that are exempt persons), has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Shares (the
"Stock Acquisition Date") or (ii) the tenth business day after the date of
commencement or public disclosure of an intention to commence a tender offer
or exchange offer by a person other than an exempt person if, upon
consummation of the offer, such person could acquire beneficial ownership of
20% or more of the outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced by Common Share
certificates and not by separate certificates. The Rights Agreement provides
that, until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), new Common Share certificates issued
after December 26,1996, upon transfer or new issuance of the Common Shares,
will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights) the surrender for transfer of any certificate for Common Shares,
with or without such notation or a copy of this Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights.
The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). The Rights will expire at the close of
business on December 11, 2006 (the "Expiration Date"), unless earlier redeemed
or exchanged by the Company as described below.
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The Purchase Price payable, and the number of Preferred Shares or
other securities, cash or other property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend or distribution on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights, options or warrants to subscribe for
Preferred Shares or securities convertible into Preferred Shares at less than
the current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends out of earnings or
retained earnings) or of subscription rights or warrants (other than those
referred to above). In addition, the Purchase Price payable and the number of
Preferred Shares purchasable, on exercise of a Right is subject to adjustment
in the event that the Company should (i) declare or pay any dividend on the
Common Shares payable in Common Shares or (ii) effect a subdivision or
combination of the Common Shares into a different number of Common Shares.
In the event that a person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights that
are or were beneficially owned by the Acquiring Person and certain related
persons and transferees (which will thereafter be void), shall thereafter have
the right to receive upon exercise of such Right that number of Common Shares
(or other securities) having at the time of such transaction a market value of
two times the exercise price of the Right. In the event that a person becomes
an Acquiring Person and the Company is involved in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Common Stock is changed or exchanged or in a transaction or transactions
in which 50% or more of its consolidated assets or earning power are sold,
proper provision shall be made so that each holder of a Right (other than such
Acquiring Person and certain related persons or transferees) shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In addition, the Company's
Board of Directors has the option of exchanging all or part of the Rights
(excluding void Rights) for an equal number of Common Shares in the manner
described in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-thousandth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading date
prior to the date of exercise.
At any time prior to public disclosure that an Acquiring Person has
become such, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
payable in cash, shares (including fractional shares) of Common Stock or any
other form of consideration deemed appropriate by the Board of Directors.
Immediately upon action of the Board of Directors ordering redemption of the
Rights, the ability of holders to exercise the Rights will terminate and the
only rights of such holders will be to receive the Redemption Price.
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At any time prior to a public disclosure that an Acquiring Person
has become such, the Board of Directors of the Company may amend or supplement
the Rights Agreement without the approval of the Rights Agent or any holder of
the Rights, except for an amendment or supplement which would change the
Redemption Price, provide for an earlier expiration date of the Rights or
change the Purchase Price. Thereafter, the Board of Directors of the Company
may amend or supplement the Rights Agreement without such approval only to
cure ambiguity, correct or supplement any defective or inconsistent provision
or change or supplement the Rights Agreement in any manner which shall not
adversely affect the interests of the holders of the Rights (other than an
Acquiring Person or an affiliate or associate thereof). Immediately upon the
action of the Board of Directors providing for any amendment or supplement,
such amendment or supplement will be deemed effective.
The Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment equal to the greater of $25.00 per
share and 1,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment equal to the greater of $100.00 per share and
1,000 times the payment made per Common Share. Each Preferred Share will have
1,000 votes per share, voting together with the Common Shares. In the event
of any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group other than an exempt person that
attempts to acquire the Company on terms not approved by the Board, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time a person or
group other than an exempt person has acquired beneficial ownership of 20% or
more of the Common Shares, because until such time the Rights may generally be
redeemed by the Company at $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
This summary description of the Rights does not purport to be
complete and is quali fied in its entirety by reference to the Rights
Agreement incorporated by reference as Exhibit 1.1 to the Company's
Registration Statement on Form 8-A, as filed on December 11, 1996.
The Company has filed an application to list the Rights on the New
York Stock Exchange ("NYSE"). Upon approval of such application, the Company
plans to delist the Rights from the NASDAQ National Market. This Amendment
No. 1 to Form 8-A is being filed to list the Rights on the NYSE.
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ITEM 2. EXHIBITS
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2.1 Report on Form 10-K for fiscal year ended July 31, 1996, as
filed on October 29, 1996 and incorporated herein by reference.
2.2 Quarterly Report on Form 10-Q for the period ended October 31,
1996, as filed on December 16, 1996 and incorporated herein by
reference.
2.3 1996 Proxy Statement, as filed on November 12, 1996 and
incorporated herein by reference.
2.4 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant and Certificate of Designation,
Preferences and Rights of Junior Participating Preferred Stock,
Series A of the Registrant, as filed with the Secretary of State
of Delaware on December 11, 1996.
2.5 By-laws of the Registrant. Incorporated herein by reference to
Exhibit 3.2 to the Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Registration No. 333-00554)
as filed on February 28, 1996.
2.6 Rights Agreement dated as of December 11, 1996 between Cable
Design Technologies Corporation and The First National Bank of
Boston, as Rights Agent, including the form of Certificate of
Designation, Preferences and Rights of Junior Participating
Preferred Stock, Series A attached thereto as Exhibit A, the
form of Rights Certificate attached thereto as Exhibit B and the
Summary of Rights attached thereto as Exhibit C. Incorporated
herein by reference to the Company's Registration Statement on
Form 8-A as filed on December 11, 1996.
2.7 New York Stock Exchange Listing Application, including the
Registrant's Annual Report on Form 10-K attached thereto as
Exhibit A, as filed on October 29, 1996 and incorporated herein
by reference, the Registrant's Proxy Statement attached thereto
as Exhibit B, as filed on November 12, 1996 and incorporated
herein by reference and the Registrant's 1996 Annual Report
attached thereto as Exhibit C and incorporated herein by
reference to Exhibit 13.1 of the Registrant's Annual Report on
Form 10-K, as filed on October 29, 1996.
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<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CABLE DESIGN TECHNOLOGIES
CORPORATION
By: /s/ Kenneth O. Hale
-------------------
Vice President, Chief Financial Officer
and Secretary
Date: December 23, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
2.1 Report on Form 10-K for fiscal year ended July 31, 1996, as
filed on October 29, 1996 and incorporated herein by reference.
2.2 Quarterly Report on Form 10-Q for the period ended October
31, 1996, as filed on December 16, 1996 and incorporated
herein by reference.
2.3 1996 Proxy Statement, as filed on November 12, 1996 and
incorporated herein by reference.
2.4 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant and Certificate of Designation,
Preferences and Rights of Junior Participating Preferred
Stock, Series A of the Registrant, as filed with the Secretary of
State of Delaware on December 11, 1996. 8
2.5 By-laws of the Registrant. Incorporated herein by reference to
Exhibit 3.2 to the Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Registration No. 333-
00554) as filed on February 28, 1996.
2.6 Rights Agreement dated as of December 11, 1996 between
Cable Design Technologies Corporation and The First
National Bank of Boston, as Rights Agent, including the form
of Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached thereto as
Exhibit B and the Summary of Rights attached thereto as
Exhibit C. Incorporated herein by reference to the Company's
Registration Statement on Form 8-A as filed on December 11,
1996.
2.7 New York Stock Exchange Listing Application, including the
Registrant's Annual Report on Form 10-K attached thereto as
Exhibit A, as filed on October 29, 1996 and incorporated
herein by reference, the Registrant's Proxy Statement attached
thereto as Exhibit B, as filed on November 12, 1996 and
incorporated herein by reference and the Registrant's 1996
Annual Report attached thereto as Exhibit C and incorporated
herein by reference to Exhibit 13.1 of the Registrant's Annual
Report on Form 10-K, as filed on October 29, 1996. 16
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EXHIBIT 2.4
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CABLE DESIGN TECHNOLOGIES CORPORATION
Pursuant to Sections 242 of the Delaware Corporation Law of the State
of Delaware, the undersigned, being the Vice President, Chief Financial Officer
and Secretary of Cable Design Technologies Corporation, a Delaware corporation
(the "Corporation") does hereby certify the following:
FIRST: The name of the Corporation is Cable Design Technologies
Corporation.
SECOND: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of Delaware on May 18, 1988 and the
Restated Certificate of Incorporation was filed on November 10, 1993.
THIRD: The Restated Certificate of Incorporation of the Corporation
is hereby amended to effect a change in Article Four thereof, relating to the
authorized shares of the Corporation, accordingly the first paragraph of ARTICLE
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FOUR of the Restated Certificate of Incorporation shall be amended to read as
- ----
follows:
"ARTICLE FOUR
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Authorized Shares. The total number of shares of all classes of stock of
-----------------
which the Corporation shall have authority to issue is 101,000,000 of which One
Hundred Million (100,000,000) shall be common stock ("Common Stock") and One
Million (1,000,000) shall be Preferred Stock ("Preferred Stock"), each of which
shall have a par value of One Cent ($0.01) per share."
FOURTH: The amendment to the Restated Certificate of Incorporation
of the Corporation effected hereby was approved by the Board of Directors of the
Corporation and the stockholders of the Corporation.
IN WITNESS WHEREOF, the undersigned affirms as true the foregoing
under penalties of perjury, and has executed this Certificate this 11th day of
December, 1996.
CABLE DESIGN TECHNOLOGIES CORPORATION
By: /s/Kenneth O. Hale
-----------------------------------
Name: Kenneth O. Hale
Title: Vice President, Chief Financial Officer and
Secretary
<PAGE>
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A
OF
CABLE DESIGN TECHNOLOGIES CORPORATION
Pursuant to Section 151 of the Corporation Law
of the State of Delaware
I, Kenneth Hale, Chief Financial Officer of Cable Design Technologies
Corporation, a corporation organized and existing under the General Corporation
Law of the State of Delaware, in accordance with the provisions of Section 151
thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation of the Corporation, the Board of
Directors on December 10, 1996, adopted the following resolution creating a
series of 100,000 shares of Preferred Stock designated as Junior Participating
Preferred Stock, Series A:
RESOLVED, that pursuant to the authority vested in the Board by
ARTICLE FOUR of the Restated Certificate of Incorporation and out of the
Preferred Stock authorized therein, the Board hereby authorizes that a series of
Preferred Stock of the Corporation be, and it hereby is, created, and that the
designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall
----------------------
be designated as "Junior Participating Preferred Stock, Series A" (the "Series A
Preferred Stock") and the number of shares constituting such series shall be
100,000.
Section 2. Dividends and Distributions.
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(A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior
to the shares of Series A Preferred Stock with respect to dividends,
the holders of shares of Series A Preferred Stock, in preference to
the holders of Common Stock and of any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the fifteenth day of March, June,
September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a)
$25.00 or (b) the Adjustment Number (as defined below) times the
aggregate per share amount of all cash dividends, and the Adjustment
Number times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend
payable in shares of
<PAGE>
Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A
Preferred Stock. The "Adjustment Number" shall initially be 1000. In
the event the Corporation shall at any time after January 1, 1997 (i)
declare or pay any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock into a
greater number of shares or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common
Stock); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $25.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares
of Series A Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than
30 days prior to the date fixed for the payment thereof.
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Section 3. Voting Rights. The holders of shares of Series A Preferred
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Stock shall have the following voting rights:
(A) Each share of Series A Preferred Stock shall entitle the
holder thereof to a number of votes equal to the Adjustment Number (as
adjusted from time to time pursuant to Section 2(A) hereof) on all
matters submitted to a vote of the stockholders of the Corporation.
(B) Except as otherwise provided herein, in the Restated
Certificate of Incorporation or by-laws, the holders of shares of
Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Preferred
Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") that shall
extend until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly
period on all shares of Series A Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During
each default period, (1) the number of Directors shall be increased by
two, effective as of the time of election of such Directors as herein
provided, and (2) the holders of Series A Preferred Stock and the
holders of other Preferred Stock upon which these or like voting
rights have been conferred and are exercisable (the "Voting Preferred
Stock") with dividends in arrears equal to six quarterly dividends
thereon, voting as a class, irrespective of series, shall have the
right to elect such two Directors.
(ii) During any default period, such voting right of the
holders of Series A Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section
3(C) or at any annual meeting of stockholders, and thereafter at
annual meetings of stockholders, provided that such voting right shall
not be exercised unless the holders of at least one-third in number of
the shares of Voting Preferred Stock outstanding shall be present in
person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Voting Preferred
Stock of such voting right.
(iii) Unless the holders of Voting Preferred Stock shall,
during an existing default period, have previously exercised their
right to elect Directors, the Board of Directors may order, or any
stockholder or stockholders owning in the aggregate not less than 10%
of the total number of shares of Voting Preferred Stock outstanding,
irrespective of series, may request, the calling of a special meeting
of the holders of Voting Preferred Stock, which meeting shall
thereupon be called by the Chairman of the Board, the President, an
Executive Vice President, a Vice President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which
holders of Voting Preferred Stock are entitled to vote pursuant to
this
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<PAGE>
paragraph (C)(iii) shall be given to each holder of record of Voting
Preferred Stock by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation. Such
meeting shall be called for a time not earlier than 10 days and not
later than 60 days after such order or request or, in default of the
calling of such meeting within 60 days after such order or request,
such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than 10% of the total
number of shares of Voting Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C)(iii), no such
special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of
the stockholders.
(iv) In any default period, after the holders of Voting
Preferred Stock shall have exercised their right to elect Directors
voting as a class, (x) the Directors so elected by the holders of
Voting Preferred Stock shall continue in office until their successors
shall have been elected by such holders or until the expiration of the
default period, and (y) any vacancy in the Board of Directors may be
filled by vote of a majority of the remaining Directors theretofore
elected by the holders of the class or classes of stock which elected
the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular
class or classes of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.
(v) Immediately upon the expiration of a default period,
(x) the right of the holders of Voting Preferred Stock as a class to
elect Directors shall cease, (y) the term of any Directors elected by
the holders of Voting Preferred Stock as a class shall terminate and
(z) the number of Directors shall be such number as may be provided
for in the Restated Certificate of Incorporation or By-Laws
irrespective of any increase made pursuant to the provisions of
paragraph (C) of this Section 3 (such number being subject, however,
to change thereafter in any manner provided by law or in the Restated
Certificate of Incorporation or By-Laws). Any vacancies in the Board
of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining
Directors.
(D) Except as set forth herein, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions.
--------------------
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
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<PAGE>
(i) declare or pay dividends on, or make any other
distributions on, any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on the Series
A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on
a parity with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by
the Board of Directors) to all holders of such shares upon such terms
as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corpora tion unless the Corporation could,
under paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
-----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock and may be reissued as part of a new series of preferred stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
--------------------------------------
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (A) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received the greater of (i) $100 per share, plus an
amount equal to accrued and
-5-
<PAGE>
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, and (ii) an aggregate amount per share, equal to the Adjustment
Number (as adjusted from time to time pursuant to Section 2(A) hereof) times the
aggregate amount to be distributed per share to holders of Common Stock, or (B)
to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
--------------------------
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Preferred Stock then outstanding shall at the same time be similarly
exchanged or changed in an amount per share equal to the Adjustment Number (as
adjusted from time to time pursuant to Section 2(A) hereof) times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged.
Section 8. No Redemption. The shares of Series A Preferred Stock shall
-------------
not be redeemable.
Section 9. Amendment. The Restated Certificate of Incorporation of the
---------
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
-6-
<PAGE>
IN WITNESS WHEREOF, I have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 11th day
of December, 1996.
/s/ Kenneth Hale
-----------------------------------
Name: Kenneth Hale
Title: Chief Financial Officer
-7-
<PAGE>
EXHIBIT 2.7
CABLE DESIGN
TECHNOLOGIES
CORPORATION
NEW YORK STOCK EXCHANGE
LISTING APPLICATION
December 23, 1996
<PAGE>
LISTING APPLICATION TO
NEW YORK STOCK EXCHANGE, INC. NYSE #_______________
CABLE DESIGN TECHNOLOGIES CORPORATION
22,222,301 Shares of Common Stock
Par Value $.01 Per Share
CUSIP 12692410-9
Rights to Purchase Series A Junior Participating Preferred Stock
Par Value $.01 Per Share
ORIGINAL LISTING
================================================================================
Number of Shares of Common Stock Number of Beneficial Common Stockholders
issued as of December 18, 1996: as of December 18, 1996: 6,942
18,196,710 (includes 0
Treasury Shares)
================================================================================
DESCRIPTION OF TRANSACTION
This listing application is the original application of Cable Design
Technologies Corporation, a Delaware corporation ("CDT" or the "Company"), for
the listing of 22,222,301 shares of its Common Stock, $.01 par value per share
("Shares"), on the New York Stock Exchange, Inc. (the "Exchange"). This
application covers (i) 18,196,710 outstanding shares of Common Stock, (ii)
181,848 shares of Common Stock which are reserved for issuance and may be issued
pursuant to the Consulting Agreement among the Company, Cable Design
Technologies Inc.("CDT Inc.") and Michael F.O. Harris and the Consulting
Agreement among the Company, CDT Inc. and Glenn Kalnasy (collectively, the
"Consulting Agreements"), (iii) 2,123,730 shares of Common Stock which are
reserved for issuance and may be issued pursuant to the Company's Stock Purchase
and Option Plan, (iv) 419,022 shares of Common Stock which are reserved for
issuance and may be issued pursuant to the Company's Long-Term Performance
Incentive Plan, (v) 29,753 shares of Common Stock which are reserved for
issuance and may be issued pursuant to the Company's Management Stock Award
Plan, (vi) 1,200,000 shares of Common Stock which are reserved for issuance and
may be issued pursuant to the Company's Supplemental Long-Term Performance
Incentive Plan, (vii) 71,238 shares of Common Stock which are reserved for
issuance and may be issued pursuant to the Company's Non-Employee Director Stock
Plan and (viii) Rights to Purchase a one one-thousandth of a share of Series A
Junior Participating Preferred Stock issued pursuant to the Company's 1996
Rights Agreement which trade with the Company's Common Stock unless and until
separated.
<PAGE>
For additional information required in connection with this application,
reference will be made to (i) the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1996, which is attached hereto as Exhibit A; (ii) the
Company's Proxy Statement dated November 12, 1996 for the Annual Meeting of
Stockholders to be held on December 10, 1996, which is attached hereto as
Exhibit B; and (iii) the Company's 1996 Annual Report to Stockholders, which is
attached hereto as Exhibit C.
SHARES APPLIED FOR BUT NOT YET ISSUED
As of December 18, 1996, 181,848 shares of the Company's Common Stock were
reserved for issuance under the Company's Consulting Agreements, 2,123,730
shares of Common Stock were reserved for issuance under the Company's Stock
Purchase and Option Plan; 419,022 shares of Common Stock were reserved for
issuance under the Company's Long-Term Performance Incentive Plan; 29,753 shares
of Common Stock were reserved for issuance under the Company's Management Stock
Award Plan; 1,200,000 shares of Common Stock were reserved for issuance under
the Company's Supplemental Long-Term Performance Incentive Plan; and 71,238
shares of Common Stock were reserved for issuance under the Company's Non-
Employee Director Stock Plan. In addition, this listing application is for
listing Rights to Purchase a one one-thousandth of a share of Series A Junior
Participating Preferred Stock issued pursuant to the Company's 1996 Rights
Agreement which trade with the Company's Common Stock unless and until
separated.
Consulting Agreements. In 1988, the Company entered into consulting
---------------------
agreements with each of Michael F.O. Harris and Glenn Kalnasy (the
"Consultants") ("Consulting Agreements") whereby the Consultants were granted
options to purchase up to 234,196 shares of the Company's Common Stock. 181,848
options remain unexercised under the Consulting Agreements. The options issued
under the Consulting Agreements have an exercise price equal to the fair market
value of the Common Stock on the date of grant (July 14, 1988) and expire on the
earlier of ten years after date of grant or ten days after the termination of
the Consulting Agreements.
Stock Purchase and Option Plan. The Company maintains a Stock Purchase and
------------------------------
Option Plan (the "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. 2,123,730 options remain
unexercised under the Former Plan. 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.
Long-Term Performance Incentive Plan. The 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
2
<PAGE>
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. 402,900 options remain unexercised under the Stock Option
Plan. 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.
Management Stock Award Plan. The Management Stock Award Plan (the "Stock
---------------------------
Award Plan") was adopted September 23, 1993 and provides for a grant of 59,507
shares of common stock of the Company to certain non-officer employees and other
individuals who perform significant services for the benefit of the Company.
Under the Stock Award Plan, the Company granted 59,507 shares of Common Stock on
May 1, 1994. Pursuant to such award, 25% of the total number of shares granted
vest each May 1 beginning May 1, 1995 through May 1, 1998. 29,754 shares have
been issued to date and 29,753 shares are expected to be issued through May 1,
1998.
Supplemental Long-Term Performance Incentive Plan. The 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 of such shares are 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.
Non-Employee Director Stock Plan. 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
and 1,512 shares have been granted to date in fiscal 1997.
1996 Rights Agreement. The Rights Agreement (the "Rights Agreement") was
---------------------
adopted on December 10, 1996 and authorizes the issuance of one preferred share
purchase right (a "Right") for each outstanding share of common stock of the
Company. The distribution is payable to the stockholders of record at the close
of business on December 26, 1996 ("Record Date"), and with respect to all Common
Stock that becomes outstanding after the Record Date and prior to the earliest
of the Distribution Date, as defined in the Rights Agreement, the redemption of
the Rights, the exchange of the Rights, or the expiration of the rights. Each
Right entitles the registered holder to purchase from the Company one one-
thousandth of a share of a Junior Participating Preferred Stock, Series A, par
value $1.00 per share of the Company ("Preferred Shares") at a price of $150.00
per one one-thousandth of a Preferred Share, subject to adjustment.
AUTHORITY FOR ISSUANCE
Listed below are the dates of approval by the Board of Directors and, where
required, the stockholders of the Company of the issuance of shares of Common
Stock not yet issued but for which application to list is being made and for the
Rights:
3
<PAGE>
Board of Stockholders'
Plan Directors' Approval Approval
- ---- ------------------- --------
Consulting Agreement among the July 14, 1988
Company, CDT Inc. and Michael F.O.
Harris and Consulting Agreement
among the Company, CDT Inc. and
Glen Kalnasy
Stock Purchase and Option Plan December 28, 1988 December 29, 1988
Long-Term Performance Incentive Plan September 23, 1993 November 1, 1993
Management Stock Award Plan September 23, 1993
Supplemental Long-Term Performance September 11, 1995 December 12, 1995
Incentive Plan
Non-Employee Director Stock Plan September 11, 1995 December 12, 1995
1996 Rights Agreement/1/ December 10, 1996
HISTORY AND BUSINESS
The Company, as it exists today, was incorporated on May 18, 1988, but was
conceived in 1985 by its current President and Chief Executive Officer, Paul
Olson, together with other members of current management, shortly after West
Penn was acquired by a group of investors. In 1988, the Company underwent a
recapitalization pursuant to which GTC Fund II purchased a controlling interest
in the Company. On July 14, 1988, the Company acquired all of the outstanding
capital stock of Cable Design Technologies Inc. (formerly Intercole Inc.) and
continues to hold such stock.
The Company is a leading designer and manufacturer of technologically advanced
electronic data transmission cables made of copper, fiber optic and copper/fiber
optic composites. The Company's products link sophisticated electronic
equipment for local area networks, wide area networks, high speed multimedia
applications, computer interconnection applications, and automation, sound and
safety systems applications. A narrative description of the Company's business
is set forth under Item 1 of the Company's 1996 Form 10-K, which is attached
hereto as Exhibit A.
- ----------
/1/ Common Stock would only be issuable under the 1996 Rights Plan if the
Rights separated and the Preferred Shares "flipped-in" and became exercisable
for Common Stock pursuant to the terms of the 1996 Rights Agreement.
4
<PAGE>
PROPERTY DESCRIPTION
The Company maintains its administrative offices and manufacturing and
warehousing facilities in various locations, which are either leased or owned.
A description of these properties is set forth under Item 2 of the Company's
1996 Form 10-K under the caption "Properties," which is attached hereto as
Exhibit A.
AFFILIATED COMPANIES
A list of the Company's subsidiaries is set forth in Exhibit A
attached hereto.
MANAGEMENT
The names, titles and other information with respect to the Company's
directors and executive officers are set forth in the Company's 1996 Proxy
Statement under the caption "Information Regarding Nominees for Election of
Directors" which is attached hereto as Exhibit B.
CAPITALIZATION
The Company's original authorized capital stock consisted of
25,000,000 shares of Common Stock, $.01 par value, and 1,000,000 shares of
Preferred Stock, $.01 par value. At the Annual Meeting on December 10, 1996, the
stockholders of the Company voted to adopt an amendment to the Amended and
Restated Certificate of Incorporation increasing the number of authorized shares
of Common Stock to 100,000,000 shares. On December 11, 1996, the Company filed
an amendment to the Amended and Restated Certificate of Incorporation with the
Office of the Secretary of State of the State of Delaware which provided for
authorized capital stock consisting of 100,000,000 shares of Common Stock, $.01
par value, and 1,000,000 shares of Preferred Stock, $.01 par value. On December
11, 1996, the Company also filed a Certificate of Designation whereby 100,000
shares of Preferred Stock was designated as Junior Participating Preferred
Stock, Series A.
The Rights Agreement was adopted on December 10, 1996 and authorizes
the issuance of a Right for each outstanding share of common stock of the
Company. The distribution is payable to the stockholders of record at the close
of business on the Record Date, and with respect to all Common Stock that
becomes outstanding after the Record Date and prior to the earliest of the
Distribution Date, as defined in the Rights Agreement, the redemption of the
Rights, the exchange of the Rights, and the expiration of the rights. Each
Right entitles the registered holder to purchase from the Company Preferred
Shares at a price of $150.00 per one one-thousandth of a Preferred Share,
subject to adjustment.
FUNDED DEBT
Reference is made to page 24 of the Company's 1996 Annual Report under
Note 7 to the Notes to the Consolidated Financial Statements which is attached
hereto as Exhibit C.
5
<PAGE>
STOCK PROVISIONS
The Company's authorized capital stock consists of 100,000,000 shares
of Common Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01
par value.
Dividend Rights
- -------- ------
Dividend payments are limited by the provisions of instruments
relating to long-term debt.
Voting Rights
- ------ ------
Each holder of the Company's Common Stock is entitled to one vote for
each share held.
Liquidation Rights
- ----------- ------
Holders of the Company's Common Stock are entitled on liquidation to
receive the net assets of the Company in proportion to the respective number of
shares held by them.
Preemptive Rights
- ---------- ------
The holders of the Company's Common Stock do not have any preemptive
rights to subscribe or to purchase any shares of Common Stock or any other
securities which may be issued by the Company except as provided in the
Company's 1996 Rights Agreement.
Miscellaneous
- -------------
All of the outstanding shares of the Common Stock of the Company are
fully paid and nonassessable. The Company regularly sends annual reports
containing audited consolidated financial statements to its stockholders. The
outstanding shares of the Company's Common Stock are currently listed on the
NASDAQ National Market System.
EMPLOYEES - LABOR RELATIONS
As of November 29, 1996, the Company and its subsidiaries employed
approximately 2,200 employees. Employment is not subject to material seasonal
fluctuation.
The Company has not experienced any material work stoppages due to
labor disagreements during the past three years.
The Company maintains certain bonus and compensation plans for certain
employees. See pages 7 through 9 of the Company's 1996 Proxy Statement, which
is attached hereto as Exhibit B. The Company also maintains various defined
contribution plans and defined benefit plans as well as various life,
disability, dental and medical employee benefit plans for all employees.
6
<PAGE>
STOCKHOLDER RELATIONS
The Company's policy is to keep stockholders informed on a timely
basis about financial and other affairs of the Company.
Quarterly reports containing unaudited financial information as well
as comments on the results of operations and other significant events generally
are to be mailed to stockholders within 45 days after the end of each fiscal
quarterly period. Interim statements of earnings are to be released to the
public as soon as available, usually within 30 days after the end of each fiscal
quarter.
Fiscal year-end audited financial information is released publicly as
soon as available. Annual reports, including audited financial statements and
proxy materials relating to the Company's annual meeting of stockholders,
generally are to be mailed to stockholders in early December. News of
significant developments is to be released to the public as soon as possible.
DIVIDEND RECORD
The Company has not paid dividends to its stockholders.
OPTIONS, WARRANTS, CONVERSION RIGHTS, ETC.
See "Shares Applied For But Not Yet Issued," above.
LITIGATION
For a description of all pending material litigation involving the
Company or its subsidiaries, please see "Legal Proceedings," on pages 6 and 7 of
the Company's 1996 Form 10-K Report which is attached hereto as Exhibit A.
BUSINESS, FINANCIAL, AND ACCOUNTING POLICIES
Independent Public Accountants
- ----------- ------ -----------
The firm of Arthur Andersen LLP (or its predecessor firms),
independent certified public accountants, has served as the Company's auditor
since 1988. The firm was appointed by and reports to the Board of Directors
through the Audit Committee of the Board. Arthur Andersen LLP has full
authority to examine all Company records and supporting documents as may be
necessary to perform its audit related services. Arthur Andersen LLP makes a
periodic audit of the Company. Representatives of Arthur Andersen LLP are
invited to, and attend, the Company's Annual Meeting of Stockholders, to respond
to questions from stockholders and to make a statement, if they so desire.
Chief Executive Officer
- ----- --------- -------
Paul M. Olson is the Chief Executive Officer and President of the
Company.
7
<PAGE>
Chief Financial Officer
- ----- --------- -------
Kenneth O. Hale is the Vice President, Chief Financial Officer and
Secretary of the Company. He reports directly to the Chief Executive Officer of
the Company, and has authority over the accounting records of the Company. Mr.
Hale attends all meetings of the Board of Directors.
Commitments
- -----------
It is not the policy of the Company to make future commodity
commitments.
Working Capital
- ------- -------
The Company uses short-term borrowings for working capital from time
to time in the ordinary course of business.
Significant Accounting Policies
- ----------- ---------- --------
A summary of the Company's significant accounting policies is set
forth in Note 2 and other Notes to Consolidated Financial Statements contained
in the Company's 1996 Annual Report, which is attached hereto as Exhibit C.
FINANCIAL STATEMENTS
See the audited balance sheets of the Company and subsidiaries for the
two fiscal years ended July 31, 1996 and audited statements of income, cash
flows and stockholders equity for the three years ended July 31, 1996; and the
Notes thereto contained in the Company's 1996 Annual Report, beginning at page
15, attached hereto as Exhibit C, and the report of Arthur Andersen LLP thereon
on page 14.
OPINION OF COUNSEL
In the opinion of Kirkland & Ellis, (i) the Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware; (ii) all of the shares covered by this application, if issued
have been, and if reserved for issuance will when issued be, duly authorized and
validly issued, and all such shares are or will be duly paid and non-assessable;
(iii) under the laws of the State of Delaware, the owners of such shares have no
personal liability for the debts and obligations of the Company solely as a
result of their status as stockholders; (iv) the 4,025,591 shares of Common
Stock reserved for issuance, as set forth above under "Shares Applied For But
Not Yet Issued," and for which this listing application is being made, have been
duly authorized, and when validly issued will be fully paid and nonassessable;
and (v) 11,062,500 shares of the 18,196,710 outstanding shares of Common Stock
of the Company outstanding on December 18, 1996 have been registered with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
or issued in transactions exempt from such registration.
8
<PAGE>
REGISTRATION UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Company has filed with the Securities and Exchange Commission and
the New York Stock Exchange, Inc. two Registration Statements on Form 8-A for
the registration of the shares of Common Stock and for the registration of the
Rights under the Securities Exchange Act of 1934, as amended.
LISTING AGREEMENT
The Company has executed the New York Stock Exchange, Inc. standard
form of Listing Agreement, which will be available for review upon request.
GENERAL INFORMATION
FISCAL YEAR
The Company is on a fiscal year basis, ending July 31.
ADDRESS
The address of the Company's principal office is Foster Plaza 7, 661
Andersen Drive, Pittsburgh, Pennsylvania 15220. The Company's telephone number
is (412) 937-2300.
STOCKHOLDERS' MEETINGS
The date and time of the Annual Meeting of Stockholders of the Company
is fixed by the Board of Directors but if no such date and time is fixed by the
Board, the meeting for any fiscal year shall be held within 120 days of the end
of the fiscal year.
Except as otherwise prescribed by statute, the holders of a majority
of the shares of the issued and outstanding Common Stock present in person or
represented by proxy shall be requisite to and shall constitute a quorum at all
meetings of the stockholders for the transaction of each item of business
required to be voted on.
TRANSFER AGENT AND REGISTRAR
Boston Equiserve Limited Partnership, 150 Royall Street, Canton MA
02021, is the transfer agent and registrar for the Company's Common Stock.
9
<PAGE>
TOTAL STOCKHOLDERS
The Company has approximately 6,942 total stockholders, including
shares held in "street name," as of December 18, 1996.
CABLE DESIGN TECHNOLOGIES CORPORATION
/s/ Paul M. Olson
-----------------
Paul M. Olson
President and Chief Executive Officer
The New York Stock Exchange, Inc. hereby authorizes the listing of
18,196,710 shares of Common Stock, par value $.01 per share, of the Company, all
of which are outstanding and no shares of Common Stock, par value $.01 per share
which are held as Treasury Shares.
In addition, the New York Stock Exchange also authorizes the listing
of (i) 4,025,591 additional shares of Common Stock of the Company upon official
notice of issuance for the purposes set forth above, making a total of
22,222,301 shares of Common Stock authorized for listing and (ii) the Rights.
Catherine R. Kinney Richard A. Grasso
Group Executive Vice President Chairman of the Board and
New Listings and Client Service Chief Executive Officer
New York Stock Exchange, Inc. New York Stock Exchange, Inc.
10
