<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1999
REGISTRATION NO. 333-
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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, PA 15220
(Address of Principal Executive Offices) (zip code)
______________
CDT EMPLOYEE STOCK PURCHASE PLAN
(Full title of plans)
______________
MR. CHARLES B. FROMM
VICE PRESIDENT, GENERAL COUNSEL
FOSTER PLAZA 7
661 ANDERSEN DRIVE
PITTSBURGH, PA 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>
====================================================================================================================
Proposed Proposed maximum
Title of securities to Amount to be maximum price aggregate offering Amount of
be registered registered(1) per share(2) price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par 500,000(2)(3) $11 7/8 $5,937,500 $1,650.63
value $.01 per share
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</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 as of April 9, 1999.
(2) This registration statement also relates to such additional securities as
may be offered or issued under the CDT Employee Stock Purchase Plan to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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<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) Cable Design Technologies Corporation's (the "Registrant") Annual Report
on Form 10-K for the fiscal year ended July 31, 1998 and Quarterly Reports on
Form 10-Q for the fiscal quarter ended October 31, 1998 and January 31, 1999.
(b) The Registrant's Registration Statement on Form S-1 (the "Form S-1"), as
amended, originally filed on October 5, 1993 (File No. 33-69992);
(c) The description of the Registrant's Common Stock contained in the Form S-1
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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State Delaware permits
indemnification of, and certain expense advancements to, directors, employees
and agents of corporations under certain conditions and subject to certain
limitations. ARTICLE EIGHT of the 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
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<PAGE>
Article V or advance of 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 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.
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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 conditions, if any, as the Board of
Directors deems appropriate.
Section 6. Employees 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 be 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 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.
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<PAGE>
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 prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) 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;
provided, however, that the undertakings set forth in paragraphs (i) and
-------- -------
(ii) above do not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this 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
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<PAGE>
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 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, State of Pennsylvania, on April 15, 1999.
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 CAPACITY DATE
--------- -------- ------------
<S> <C> <C>
/s/ Bryan C. Cressey Chairman of the Board, Director April 15, 1999
- ---------------------------
Bryan C. Cressey
/s/ Paul M. Olson President, Chief Executive Officer and April 15, 1999
- --------------------------- Director
Paul M. Olson (principal executive officer)
/s/ Kenneth O. Hale Vice President, Chief Financial Officer and April 15, 1999
- --------------------------- Secretary (principal accounting and financial
Kenneth O. Hale officer)
/s/ George Graeber Chief Operating Officer and Director April 15, 1999
- ---------------------------
George Graeber
/s/ Myron S. Gelbach, Jr. Director April 15, 1999
- ---------------------------
Myron S. Gelbach, Jr.
/s/ Michael F.O. Harris Director April 15, 1999
- ---------------------------
Michael F.O. Harris
/s/ Glenn Kalnasy Director April 15, 1999
- ---------------------------
Glenn Kalnasy
/s/ Richard Tuttle Director April 15, 1999
- ---------------------------
Richard Tuttle
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee has duly caused this registration statement to be signed
on behalf of the Plan by the undersigned, thereunto duly authorized, in the City
of Pittsburgh, State of Pennsylvania, on April 15, 1999.
Compensation Committee
By: /s/ Bryan C. Cressey
--------------------
Bryan C. Cressey
Member
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Restated Certificate of Incorporation, as amended, of the
Registrant. Incorporated by reference to Exhibit 3.1 to the Form S-
1 and Exhibit 2.4 to Form 8-A/A as filed December 23, 1996.
4.2 By-laws of Registrant, as amended to date. Incorporated by
reference to Exhibit 3.2 to the Form S-1.
4.3 CDT Employee Stock Purchase Plan. Incorporated by reference to
Exhibit A to the Registrant's 1998 Proxy Statement as filed
November 12, 1998.
5.1 Opinion and consent of Kirkland & Ellis, special counsel to the
Registrant.
15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
statement information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page).
I-1
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EXHIBIT 5.1
-----------
April 15, 1999
Cable Design Technologies Corporation
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 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 "Registrant"), 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 500,000 shares of the Registrant's Common Stock, $.01 par
value per share (the "Common Stock") pursuant to the Registrant's Employee Stock
Purchase 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) Restated Certificate of Incorporation and the
Bylaws of the Registrant, each as amended to the date hereof; and (ii) certain
resolutions adopted by the Board of Directors of the Registrant. 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.
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
<PAGE>
EXHIBIT 15.1
------------
April 14, 1999
To the Stockholders and Board of Directors of
Cable Design Technologies Corporation:
We are aware that Cable Design Technologies Corporation has incorporated by
reference in its Registration Statement on Form S-8 dated April 15, 1999, its
Form 10-Q for the quarters ended January 31, 1999 and October 31, 1998, which
include our reports dated February 24, 1999 and November 25, 1998, respectively,
covering the unaudited interim financial statement information contained
therein. Pursuant to Regulation C of the Securities Act of 1933 (the Act),
those reports are not considered a part of the registration statement prepared
or certified by our firm or a report prepared or certified by our firm within
the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
September 11, 1998, included in Cable Design Technologies Corporation and
Subsidiaries' Form 10-K for the year ended July 31, 1998, and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania,
April 14, 1999
