As filed with the Securities and Exchange Commission on November 20, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
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Cable Design Technologies Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3601505
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 15220
(Address of Principal Executive Offices) (Zip Code)
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2001 Long-Term Performance Incentive Plan
(Full Title of Plan)
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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
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) Per Share(2) Price(2) Registration Fee
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Common Stock, par
value $.01 per share 1,800,000 $13.13 $23,634,000 $5,908.50
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(1) This registration statement also relates to such additional securities
as may be offered or issued under the 2001 Long-Term Performance
Incentive Plan to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) 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
November 13, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of certain documents by reference.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 2001.
(b) The description of the registrant's common stock, par value $.01 per
share, contained in the registrant's Registration Statement on Form S-1, as
amended, originally filed on October 5, 1993 (File No. 33-69992) 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.
Kirkland & Ellis (a partnership that includes professional corporations)
provides legal services to the registrant from time to time. Lance C. Balk, a
director of the registrant since March 2000, is a partner of Kirkland & Ellis.
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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
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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
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Officers. Any indemnification of a director or officer of the corporation
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under Section 1 of this Article V or advance of expenses under Section 5 of
this Article V shall be made
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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
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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
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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
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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
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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
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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
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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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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 of 1933;
(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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act of 1934 (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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities
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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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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 this 19th day
of November, 2001.
CABLE DESIGN TECHNOLOGIES CORPORATION
By: /s/ Paul M. Olson
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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 of 1933 this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date indicated.
Signature Capacity Date
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/s/ Bryan C. Cressey Chairman of the Board, Director November 19, 2001
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Bryan C. Cressey
/s/ Paul M. Olson President, Chief Executive Officer and Director November 19, 2001
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Paul M. Olson (principal executive officer)
/s/ Kenneth O. Hale Vice President and Chief Financial Officer November 19, 2001
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Kenneth O. Hale (principal accounting and financial officer)
/s/ George Graeber Chief Operating Officer and Director November 19, 2001
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George Graeber
/s/ Lance C. Balk Director November 19, 2001
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Lance C. Balk
Director November 19, 2001
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Michael F.O. Harris
Director November 19, 2001
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Glenn Kalnasy
/s/ Ferdinand Kuznik Director November 19, 2001
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Ferdinand Kuznik
/s/ Richard Tuttle Director November 19, 2001
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Richard Tuttle
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Restated Certificate of Incorporation, as amended, of the
Registrant. Incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form S-1, as amended,
originally filed on October 5, 1993 (File No. 33-69992),
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 Registration Statement
on Form S-1, as amended, originally filed on October 5,
1993 (File No. 33-69992).
4.3 2001 Long-Term Performance Incentive Plan.
5.1 Opinion and consent of Kirkland & Ellis, counsel to the
registrant.
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).
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