SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended July 31, 1996
or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to _________
Commission File No. 0-22724
CABLE DESIGN TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3601505
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 15220
(Address of Principal Executive Offices and Zip Code)
(412) 937-2300
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $.01 par value National Association of Securities Dealers
Automated Quotation System (National Market System)
("NASDAQ / NMS")
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
________________________________________________________________________________
Exhibit Index on Page 16
------
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant at September 30, 1996, is $516,772,935.
The number of shares outstanding of the registrant's Common Stock at
September 30, 1996, is 18,188,210.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Cable Design Technologies Corporation Proxy Statement for the
Annual Meeting of Shareholders to be held on December 12, 1996, (the "Proxy
Statement") are incorporated by reference into Part III.
Portions of the 1996 Cable Design Technologies Corporation Annual Report to
Shareholders (the "1996 Annual Report") are incorporated by reference into Parts
I, II and IV.
CABLE DESIGN TECHNOLOGIES CORPORATION
Table of Contents
PART I Page
Item 1. Business........................................................ 2
Item 2. Properties...................................................... 6
Item 3. Legal Proceedings............................................... 6
Item 4. Submission of Matters to a Vote of Security Holders............. 6
Item 4.1. Executive Officers of the Registrant............................ 7
PART II
Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters................................. 8
Item 6. Selected Financial Data......................................... 8
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations................... 8
Item 8. Financial Statements and Supplementary Data..................... 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.......................... 8
PART III
Item 10. Directors and Executive Officers of
the Registrant.................................................. 8
Item 11. Executive Compensation.......................................... 9
Item 12. Security Ownership of Certain Beneficial
Owners and Management........................................... 9
Item 13. Certain Relationships and Related Transactions.................. 9
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K......................................... 9
Signatures...................................................... 14
PART I.
ITEM 1. BUSINESS
(a). General Description of Business
Cable Design Technologies Corporation (the "Company", the "Registrant" or
"CDT") was incorporated on May 18, 1988 under the laws of the State of Delaware
with its principal office located at 661 Andersen Drive, Pittsburgh,
Pennsylvania 15220 (Telephone: 412-937-2300).
CDT is a designer and manufacturer of technologically advanced electronic
data transmission cables and connectors made of copper, fiber optics and
copper/fiber optic composites for network structured wiring systems; automation,
sound & safety; computer interconnect, and communications applications.
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
acquiring the West Penn Wire Corporation ("West Penn/CDT"). 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.).
In March 1986, the Company acquired Mohawk Wire & Cable Corporation
("Mohawk/CDT") , a cable manufacturer with established relationships with
companies involved in the early stages of computer cable network development.
In December 1988, the Company purchased Montrose Products Company
("Montrose/CDT"), a specialty electronic cable company with established
relationships with IBM and other major purchasers of computer interconnect
products. In August 1990, the Company formed CDT International Inc. ("CDT
International") to respond to increasing demand for data transmission cable
products in international markets. In May 1991, the Company expanded its
international presence by purchasing Anglo-American Cable Ltd. ("Anglo/CDT"), a
European cable distributor. In March 1993, the Company established Phalo/CDT to
further increase its production capabilities and broaden its product line. In
May 1994, the Company acquired all the outstanding stock of Nya NEK Kabel AB
("NEK/CDT"), located near Gothenburg, Sweden, to enter the sophisticated
broadcast, Cable Television (CATV) and antenna cable markets and to expand
network systems cable manufacturing capacity into Europe. In June 1995, the
Company purchased all of the operating assets of Manhattan Electric Cable
Corporation ("Manhattan/CDT") based in Rye, New York to enhance sales of
specialty electronic cables for industrial automation and robotic applications.
Subsequently, in August 1995, the Company purchased Cole-Flex Corporation
of West Babylon, New York to combine its sleeving and tubing capabilities with
Manhattan/CDT. In September 1995, the Company purchased the operating assets of
the Raydex Division of Volex Group, p.l.c. ("Raydex/CDT") (United Kingdom) to
provide additional international manufacturing capabilities of specialty and
high performance electronic cables for computer network systems,
telecommunications, aerospace, CATV, and industrial applications. Effective
February 2, 1996, the Company acquired the assets of Northern Telecom Limited's
("Nortel") communications cables and IBDN network structured wiring products
businesses ("NORDX/CDT") (Canada). On June 4, 1996, the Company acquired the
stock of Cekan A/S ("Cekan/CDT") (Denmark), a manufacturer of high performance,
telecommunications connectors, and on June 24, 1996, the Company acquired, in
exchange for shares of its common stock, X-Mark Industries ("X-Mark/CDT")
(Washington, PA), a manufacturer of specialized metal enclosures for network
systems.
2
(b). Products
The markets served by the Company principally involve products for computer
local area networks (LANS) and wide area networks (WANS), structured wiring
products, computer interconnect, automation, sound & safety applications and
communications cable applications.
Network Structured Wiring - This product group encompasses the cables,
-------------------------
connectors, racks, panels, outlets and interconnecting hardware to complete the
end-to-end network system requirements of LANS and WANS. Additional capital
expenditures and new acquisitions have greatly increased the Company's capacity
in this product area. Sales of network structured wiring products were $73.2
million in fiscal 1994, $102.4 million in fiscal 1995 and $186.2 million in
fiscal 1996. Sales of these products represented approximately 50%, 54% and 52%
of the Company's total sales for the fiscal years ending July 31, 1994, 1995 and
1996, respectively.
Automation, Sound & Safety - Automation, sound & safety encompasses three
--------------------------
distinct applications for data and signal transmission cables. Automation
applications include climate control and sophisticated security and signal
systems involving motion detection, electronic card and video surveillance
technologies. Sound includes voice activation, evacuation and other similar
systems and safety cable refers to certain attributes of data transmission cable
that improve the safety and performance of such cable under hazardous
conditions, particularly in buildings for advanced fire alarm and safety
systems.
The Company's sales in this market were $39.7, $47.2 and $68.7 million in
fiscal 1994, 1995 and 1996, respectively. Sales of these products represented
27%, 25% and 19% of the Company's total sales in fiscal 1994, 1995 and 1996,
respectively.
Computer Interconnect - Computer interconnect refers to a family of data
---------------------
transmission cables used to internally connect components of computers,
telecommunication switching and related electronic equipment, and to externally
connect large and small computers to a variety of peripheral devices. Sales of
these products were $18.5, $22.9 and $18.8 million for fiscal 1994, 1995 and
1996, respectively. Sales of these products represented approximately 13%, 12%
and 5% of the Company's total sales for the years ending July 31, 1994, 1995 and
1996, respectively.
Communications - Through the acquisition of NORDX/CDT, the Company entered
--------------
the market for outside communications, switchboard and equipment cable. This
product group is primarily manufactured by its Kingston, Ontario facility, which
is the largest communications cable operation in Canada. Sales of this product
group were $49.4 million for the six month post-acquisition period in fiscal
1996 and represented approximately 14% of the Company's total sales.
Other - The Company also manufactures products for a variety of other
-----
electronic wire and cable applications and markets, including broadcast, CATV,
microwave antenna, medical electronics, electronic testing equipment, automotive
electronics, robotics, electronically controlled factory equipment, copiers,
home entertainment and appliances.
A business unrelated to the Company's core business manufactures precision
molds used by major tire manufacturers.
3
(c). Raw Materials
The principal raw materials used by CDT are copper and insulating
compounds. Raw materials are purchased on a consolidated basis whenever
possible to reduce costs and improve supplier service levels. Copper is
purchased from several domestic suppliers. Price terms are generally producers'
prices at time of shipment. The Company generally does not engage in hedging
transactions for the purchase of copper. Currently, world stocks of and capacity
for copper are adequate to meet the Company's requirements. CDT purchases
insulating compounds from many suppliers. The inability of one of such
suppliers to supply such insulating material could have an adverse effect on
CDT's business until a replacement supplier is found or substitute materials are
approved for use. Other raw materials used by CDT include, Teflon(R), Lexan(R)
reels, tapes, optical fiber, textiles, chemicals and other insulating materials.
Currently, supplies of these other raw materials are adequate to meet the
Company's needs and are expected to remain so for the foreseeable future.
(d). Customers
The Company sells its products directly to original equipment manufacturers
(OEMs), regional Bell operating companies and established distributors. The
Company supports over 9,000 customers, with no single customer representing more
than 10% of its sales.
(e). Competition
The specialty electronic data transmission cable market is highly
competitive. Although some of the Company's competitors are substantially
larger and have greater resources than the Company, management believes that it
competes successfully in its markets due to its experienced management team,
large sales force, established reputation, large number of customer approved
specifications and emphasis on quality.
The principal competitive factors in all product markets are availability,
customer support, distribution strength, price and product features. The
relative importance of each of these factors varies depending on the specific
product category. As products mature, competitive forces often tend to make the
products more of a commodity and subject to greater price competition.
In the market for computer network structured wiring products, the Company
competes with a large number of competitors, several of which are significantly
larger than the Company. The Company competes in the network structured wiring
market by adapting to shifting customer demand for new products, and in the case
of NORDX/CDT, by offering complete, certified network structured wiring systems.
Product price and engineering capabilities are principal factors which affect
competition in the computer interconnect market. In the automation, sound &
safety market, the Company competes against a relatively large number of
companies, most of which are smaller in size than the Company. Product prices,
company reputation and product integrity are principal factors which affect
competition in the automation, sound & safety market. In the markets for
communications, switchboard and equipment cable, price, reputation, production
quality and availability are principal competitive factors.
(f). Inventory and Backlog
As of July 31, 1996, working capital was $135.8 million compared to $41.5
million at July 31, 1995. Backlog was $45.6 million at July 31, 1996, compared
to $63.8 million at July 31, 1995.
4
The $18.2 million decrease in backlog during the fiscal year ended July 31,
1996, was primarily the result of the disruption in the Category 5 Teflon(R)
plenum network cable market early in the third quarter of fiscal 1996 due to a
build-up of distributor inventories of these products and a greater availability
of Teflon(R) raw material. As a result of this disruption, order input for
Category 5 Teflon(R) plenum network cables was reduced and the outstanding
protective orders which had been placed by distributors for these products were
canceled. Increases in the backlog for other products and the addition of the
backlog for acquired business partially offset this decrease. The Company
believes that substantially all of the backlog is shippable within the next
twelve months. Generally, customers may cancel orders for standard cable
products without penalty upon thirty days notice.
(g). Environment
The Company is subject to numerous United States and Canadian federal,
state, provincial, local and foreign laws and regulations relating to the
storage, handling, emission and discharge of materials into the environment,
including the United States Comprehensive Environmental Response, Compensation
and Liability Act (CERCLA), the Clean Water Act, the Clean Air Act, the
Emergency Planning and Community Right-To-Know Act and the Resource Conservation
and Recovery Act. Regulations of particular significance to the Company include
those pertaining to handling and disposal of solid and hazardous waste,
discharge of process wastewater and storm water and release of hazardous
chemicals. Although the Company believes it is in substantial compliance with
such laws and regulation, the Company may from time to time not be in full
compliance and may be subject to fines or other penalties for noncompliance.
The Company does not currently anticipate any material adverse effect on
its results of operations, financial condition or competitive position as a
result of compliance with federal, state, provincial, local or foreign
environmental laws or regulations. However, some risk of environmental
liability and other costs is inherent in the nature of the Company's business,
and there can be no assurance that material environmental costs will not arise.
Moreover, it is possible that future developments, such as promulgation of
implementing regulations for the 1990 amendments to the Clean Air Act and other
increasingly strict requirements of environmental laws and enforcement policies
thereunder, could lead to material costs of environmental compliance and cleanup
by the Company.
(h). Employees
As of July 31, 1996, the Company had approximately 2,178 full time
employees, of which approximately 796 were represented by labor unions. The
Company has not experienced any work stoppages at its plants and believes its
current relations with its employees are good, however, there can be no
assurance that conflicts will not arise with such unions or other employee
groups or that such conflicts would not have a material adverse effect on the
Company's business.
(i). Foreign Operations
See Footnote #14 as presented in the Company's Notes to Consolidated
Financial Statements.
5
ITEM 2. PROPERTIES
The Company uses various owned or leased properties as manufacturing
facilities, warehouses and sales office facilities. The Company believes that
current facilities, together with planned expenditures for normal maintenance,
capacity and technological improvements and the expenditures for the facilities
described in the next paragraph will provide adequate production capacity to
meet expected demand for its products.
Listed below are the principal manufacturing and sales facilities operated
by the Company. In addition, the Company also leases approximately 65,000
square feet of other warehouse and sales facilities.
Owned or Approx.
Location Use Leased Sq. Feet
- --------------------------------------------------------------------------------------------
Auburn, MA Manufacturing, Sales and Administration Owned 146,000
Gjern, Denmark Manufacturing, Sales and Administration Owned 13,000
Gothenburg, Sweden Manufacturing, Sales and Administration Owned 58,000
Houston, TX Warehousing Leased 21,700
Kingston, Canada Manufacturing Owned 525,000
Leominster, MA Manufacturing, Sales and Administration Leased 162,000
Littleborough, United Kingdom Manufacturing Leased 35,000
Manchester, CT Warehousing Leased 70,000
Manchester, CT Manufacturing Leased 55,000
Manchester, CT Manufacturing Leased 40,000
Manchester, CT Warehousing Leased 80,000
Montreal, Canada Manufacturing Leased 416,000
Montreal, Canada Administration and Sales Leased 35,000
Saybrook, CA Warehousing Leased 28,000
Skelmersdale, United Kingdom Manufacturing, Sales and Administration Leased 95,000
Wadsworth, OH Manufacturing, Sales and Administration Owned 39,000
Waynesburg, PA Manufacturing Owned 42,000
Washington, PA Manufacturing, Sales and Administration Owned 80,000
Washington, PA Manufacturing, Sales and Administration Owned 123,000
Washington, PA Warehousing Leased 30,000
Washington, PA Manufacturing Leased 83,000
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings and administrative
actions, all of which are of an ordinary or routine nature incidental to the
operations of the Company. In the opinion of the Company's management, such
proceedings and actions should not, individually or in the aggregate, have a
material adverse effect on the Company's results of operations or financial
condition.
AT&T has asserted certain intellectual property claims against certain
intellectual property owned or used by NORDX/CDT. AT&T has claimed that both
NORDX/CDT's IBDN Copper Cable (Land Lines) and BIX (Category 5) Modular
Connectors are covered by U.S. patents currently held by AT&T. In addition, AT&T
has forwarded to Nortel a cease and desist letter objecting to NORDX/CDT's use
of the trademark Optimax. The Company does not believe that resolution of such
claims would have a material adverse effect on its results of operations.
Superior Modular Products, Inc., has offered NORDX/CDT a non-exclusive license
under a patent it contends applies to certain NORDX/CDT patch panels. The matter
is currently under negotiation and, at the present time, the Company does not
believe a resolution would have a material adverse effect on its results of
operations.
Berk-Tek, Inc. ("Berk-Tek"), has offered the Company a non-exclusive license
under a patent it contends applies to certain cables sold by Mohawk/CDT. The
Company's special patent counsel has provided an opinion that its products do
not infringe any valid claims, and, consequently, the offer has been declined.
Berk-Tek has filed an application to reissue the patent in consideration of
relevant prior art which has been identified by the Company and others, and has
re-offered a non-exclusive license. Currently, the probability that Berk-Tek's
application to reissue the patent will be granted cannot be determined and,
therefore, based upon the opinion of the Company's special patent counsel, at
this time, the Company does not believe a resolution of this matter would have a
material adverse effect on its results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report no
matter was submitted to a vote of security holders.
6
ITEM 4.1. EXECUTIVE OFFICERS OF THE REGISTRANT
Age Present Office and Experience
- --- -----------------------------
63 Paul M. Olson has been President and a director of the Company since 1985,
and Chief Executive Officer of the Company since 1993. From 1972 to 1984
Mr. Olson was the President of Phalo Corporation, a wire and cable
manufacturer, and directed sales and marketing at Phalo Corporation from
1967 to 1972. From 1963 to 1967, Mr. Olson was employed at General Electric
and from 1960 to 1963, at General Cable, in wire and cable related sales
and marketing positions.
54 George C. Graeber has been an Executive Vice President of the Company and
President of Montrose/CDT since 1994. From 1992 to 1994, Mr. Graeber was
Executive Vice President of the Company and President of Phalo/CDT. From
1990 to 1992 Mr. Graeber was a Vice President and General Manager at
Anixter Brothers, Inc., a private international distributor of cable and
communications equipment. From 1989 to 1990 Mr. Graeber was a consultant
for Manhattan Electric Cable, a wire and cable company. From 1983 to 1989
he was President and from 1979 to 1983 he was Vice President-General
Manager of Brand Rex Cable, a wire and cable company. Mr. Graeber has a
Masters degree in Electrical Engineering from the University of Connecticut
in 1968.
54 Michael A. Dudley has been an Executive Vice President of the Company and
President - CDT International since 1991. From 1988 to 1991 he was the
President of Superior Optics, a division of Superior Teletec, Inc., a
publicly traded company that manufactures communications cable. Mr. Dudley
has a doctorate degree in Material Science from The National College of
Rubber Technology in London, England.
46 Normand R. Bourque has been an Executive Vice President of the Company and
President and Chief Executive Officer of NORDX/CDT since its acquisition.
Prior to the acquisition, Mr. Bourque was Vice President-Cable Group at
Nortel from 1991 to 1995 and Vice President, Operations-Cable Group from
1989 to 1991. From 1985 to 1988, Mr. Bourque was Vice President and General
Manager-Transmission Networks at Nortel, and prior to that, held a number
of positions in general management and finance at Nortel. Mr. Bourque has a
Bachelor's Degree in Business Administration from the Ecole des Hautes
Etudes Commerciales in Montreal, Canada.
57 Dave R. Harden has been a Senior Vice President of the Company since 1988.
He founded West Penn Wire in 1971, with Donald Hastings, and operated that
company until 1984 when it was acquired by the Company. From 1984 until
1988 he was an Executive Vice President of West Penn.
62 Donald J. Hastings has been a Senior Vice President of the Company since
1988. He founded West Penn in 1971 with Dave Harden and operated that
company until 1984 when it was acquired by the Company. From 1984 until
1988, he was an Executive Vice President of West Penn/CDT.
46 Kenneth O. Hale has been Vice President, Chief Financial Officer and
Secretary of the Company since 1987. Mr. Hale holds a Certified Public
Accountant's certificate and an MBA in finance from the University of
Missouri.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
As of October 18, 1996, there were 118 holders of record of the Company's
Common Stock.
Additional information required by this item is set forth under the heading
"Directors, Officers, and Corporate Information" on page 40 of the 1996 Annual
Report and is incorporated herein by reference.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Information required by this item is set forth under the heading "Selected
Historical Consolidated Financial Data" on page 39 of the 1996 Annual Report and
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations appears on pages 9-13 of the 1996 Annual Report to Stockholders and
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is set forth on pages 15 through 38 of
the 1996 Annual Report and is incorporated herein by reference and filed
electronically herewith as Exhibit 13.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
a. Information concerning the Registrant's directors is set forth in the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission on or before November 20, 1996. Such information is
incorporated herein by reference.
b. Information concerning executive officers of the Registrant is set forth in
Item 4.1 of Part I at page 7 of this Report under the heading
"Executive Officers of the Registrant".
8
Item 11. EXECUTIVE COMPENSATION
Information concerning executive officers of the Registrant is set forth in
the Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission on or before November 20, 1996. Such information is
incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and
management is set forth in the Registrant's definitive proxy statement to
be filed with the Securities and Exchange Commission on or before November
20, 1996. Such information is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
Information concerning certain relationships and related transactions is
set forth in the Registrant's definitive proxy statement to be file with
the Securities and Exchange Commission on or before November 20, 1996. Such
information is incorporated herein by reference.
PART IV.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
1. The following documents are included in the 1996 Annual Report, pages
15 through 38, and are incorporated herein by referenced:
a. Consolidated Statements of Income for the years ended July 31,
1996, 1995 and 1994.
b. Consolidated Balance Sheets as of July 31, 1996 and 1995
c. Consolidated Statements of Cash Flow for the years ended July 31,
1996, 1995 and 1994.
d. Consolidated Statements of Stockholder Equity for the years ended
July 31, 1996, 1995 and 1994.
e. Notes to Consolidated Financial Statements.
2. The following documents are filed as part of this report:
a. Report of Independent Public Accountants on Schedules.
b. Financial Statement Schedules for the three years ended July 31,
1996.
c. Schedule VII Valuation and Qualifying Accounts.
3. List of Exhibits
2.1 - Asset Purchase Agreement, dated as of September 15, 1995,
among Broomco (915) Limited, Volex Group plc and Cable Design
Technologies Corporation
9
("CDT") (with respect to Section 12 thereof only).
Incorporated by reference to Exhibit 2.1 to CDT's Report on
Form 8-K filed with the Commission on October 10, 1995.
2.2 - Asset Purchase Agreement by and among Cable Design
Technologies (CDT) Canada Inc., Cable Design Technologies
Corporation and Northern Telecom Limited, dated as of December
19, 1995. Incorporated by reference to Exhibit 10.16 CDT's
Registration Statement on Form S-3 (File No. 333-00554).
3.1 - Amended and Restated Certificate of Incorporation of CDT, as
amended to date. Incorporated by reference to Exhibit 3.1 to
CDT's registration statement on Form S-1 (File No. 33-69992).
3.2 - By-Laws of CDT, as amended to date, incorporated by reference
to Exhibit 3.2 to CDT's registration statement on Form S-1
(File No. 33-69992).
4.1 - Form of certificate representing shares of the Common Stock of
CDT. Incorporated by reference to Exhibit 4.1 to CDT's
registration statement on Form S-1 (File No. 33-69992).
10.1 - Amended and Restated Credit Agreement, dated as of May 13,
1994, among CDT, CDT Inc., The First National Bank of Boston,
Banque Paribas, Chicago Branch, Continental Bank N.A. and
other lenders party thereto. Incorporated by reference to
Exhibit 10.1 to CDT's Quarterly Report on Form 10-Q, as filed
on June 13, 1994.
10.2 - First Amendment to Amended and Restated Credit Agreement,
dated as of August 31, 1994, among CDT, CDT Inc., The First
National Bank of Boston, Banque Paribas, Chicago Branch,
Continental Bank N.A. and other lenders party thereto.
Incorporated by reference to Exhibit 10.2 to CDT's Annual
Report on Form 10-K, as filed on October 31, 1994.
10.3 - Agreement (Call and Put Option related to Lease) among Peter
Alan Jarman, Prudence Anne Jarman and Anglo-American.
Incorporated by reference to Exhibit 10.9 to CDT's
registration statement on Form S-1 (File No. 33-69992).
10.4 - CDT Long-Term Performance Incentive Plan (adopted on September
23, 1993). Incorporated by reference to Exhibit 10.18 to CDT's
registration statement on Form S-1 (File No. 33-69992).
10.5 - CDT Stock Option Plan. Incorporated by reference to Exhibit
4.3 to CDT's registration statement on Form S-8 as filed on
December 22, 1993.
10.6 - Cable Design Technologies Corporation Management Stock Award
Plan (adopted on September 23, 1993). Incorporated by
reference to Exhibit 4.3 to CDT's registration statement on
Form S-8, as filed on May 2, 1994.
10
10.7 - Agreement between Admiral and International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America (UAW), Amalgamated Local No. 70, dated as of August 3,
1990, and subsequent agreement dated as of August 3, 1993.
Incorporated by reference to Exhibit 10.19 to CDT's
registration statement on Form S-1 (File No. 33-69992).
10.8 - Description of CDT Bonus Plan. Incorporated by reference to
Exhibit 10.20 to CDT's registration statement on Form S-1
(File No. 33-69992).
10.9 - Stock Appreciation Rights Agreement between CDT and Paul M.
Olson, dated as of March 17, 1992. Incorporated by reference
to Exhibit 10.22 to CDT's registration statement on Form S-1
(File No. 33-69992).
10.10 - Lease Agreement between Phalo and First Hartford Realty Corp.,
dated as of November 9, 1992. Incorporated by reference to
Exhibit 10.23 to CDT's registration statement on Form S-1
(File No. 33-69992).
10.11 - Lease Agreement between Mohawk and 9 Mohawk Drive Realty
Trust, dated as of March 24, 1986. Incorporated by reference
to Exhibit 10.24 to CDT's registration statement on Form S-1
(File No. 33-69992).
10.12 - Lease Agreement between Anglo-American, Peter Alan Jarman and
Prudence Anne Jarman, dated as of July 12, 1991. Incorporated
by reference to Exhibit 10.25 to CDT's registration statement
to Form S-1 (File No. 33-69992).
10.13 - Consulting Agreement, dated as of July 14, 1988, and amendment
thereto, dated as of July 14, 1988, between Golder, Thoma,
Cressey & Rauner and CDT. Incorporated by reference to Exhibit
10.13 to CDT's Annual Report on Form 10-K, as filed on October
31, 1994.
10.14 - Consulting Agreement, dated as of July 14, 1988, and amendment
thereto, dated as of July 14, 1994, between Northern
Investment Ltd. Partnership II and CDT. Incorporated by
reference to Exhibit 10.14 to CDT's Annual Report on Form 10-
K, as filed on October 31, 1994.
10.15 - Registration Agreement among CDT, GTC Fund II, The Prudential
Insurance Company of America and Pruco Life Insurance Company,
dated as of July 14, 1988, as amended. Incorporated by
reference to Exhibit 10.21 to CDT's registration statement on
Form S-1 (File No. 33-69992).
10.16 - Bank Commitment Letter dated January 22, 1996, among CDT, The
First National Bank of Boston, Banque Paribas, Chicago Branch,
Bank of America Illinois, Bank of America Canada and other
lenders party thereto. Incorporated by reference to Exhibit
10.17 to CDT's Registration Statement on Form S-3 (File No.
333-00554).
10.17 - Second Amended and Restated Loan Agreement dated February 2,
1996, among CDT, The First National Bank of Boston, Banque
Paribas, Chicago Branch, Bank of America Illinois, Bank of
America Canada and other lenders party thereto. Incorporated
by reference to Exhibit 10.16 to CDT's Report on Form 8-K, as
filed on February 20, 1996.
11
10.18 - Employment Agreement dated February 2, 1996, among CDT,
NORDX/CDT and Normand Bourque. Incorporated by reference to
Exhibit 10.17 to CDT's Report on Form 8-K as filed on February
20, 1996.
10.19 - Collective Labour Agreement dated June 10, 1996, between
NORDX/CDT and Canadian Union of Communications Workers Unit
4.**
10.20 - Lease Agreement between NORDX/CDT and Northern Telecom Limited
dated February 2, 1996, governing the Lachine, Quebec
facility.**
10.21 - Lease Agreement between NORDX/CDT and Northern Telecom Limited
dated February 2, 1996, governing the St. Laurent, Quebec
facility.**
10.22 - Lease Agreement between NORDX/CDT and Northern Telecom Limited
dated February 2, 1996, governing the Kingston, Ontario
facility.**
10.23 - 1996 Amendment of Lease between Mohawk and 9 Mohawk Drive
Realty, dated as of September 3, 1996.**
10.24 - First Amendment to Second Amended and Restated Loan Agreement
dated July 31, 1996 among CDT, The First National Bank of
Boston, Banque Paribas, Chicago Branch, Bank of America
Illinois, Bank of America Canada and other Lenders party
thereto.**
10.25 - Second Amendment to Second Amended and Restated Loan Agreement
dated July 31, 1996 among CDT, The First National Bank of
Boston, Banque Paribas, Chicago Branch, Bank of America
Illinois, Bank of America Canada and other Lenders party
thereto.**
11.1 - Computation of Earnings per Share.**
13.1 - CDT 1996 Annual Report to stockholders, including financial
statements, portions of which are incorporated herein by
reference.**
21.1 - List of Subsidiaries of CDT.**
23.1 - Consent of Arthur Andersen LLP.**
99.1 - Legal Charge, dated as of September 22, 1995, between Broomco
(915) Limited, as Charger, and Volex Group plc. Incorporated
by reference to Exhibit 99.1 to CDT's Report on Form 8-K filed
with the Commission on October 10, 1995.
99.2 - Agreement for the Granting of Leases, dated as of September
15, 1995, among Volex Group plc, Broomco (915) Limited and
Cable Design Technologies Corporation. Incorporated by
reference to Exhibit 99.2 to CDT's Report on Form 8-K filed on
October 10, 1995.
99.3 - Lease of property known as Python Mill, Church Street,
Littleborough, dated as of September 27, 1995, among Volex
Group plc, Broomco (915) Limited and Cable Design Technologies
Corporation. Incorporated by reference to Exhibit 99.3 to
CDT's Report on Form 8-K filed on October 10, 1995.
12
99.4 - Lease of property known as land lying to the south of Railway
Road, Skelmersdale, dated as of September 27, 1995, among
Volex Group plc, Broomco (915) Limited and Cable Design
Technologies Corporation. Incorporated by reference to Exhibit
99.4 to CDT's Report on Form 8-K filed on October 10, 1995.
** Filed Herein
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the 4th Quarter of
the Year Ended July 31, 1996.
13
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
Cable Design Technologies Corporation
By: Paul M. Olson October 29, 1996
/s/ Paul M. Olson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Bryan C. Cressy Chairman of the Board October 29, 1996
/s/ Bryan C. Cressey Director
Paul M. Olson Director, President Chief October 29, 1996
/s/ Paul M. Olson Executive Officer (Principal
Executive Officer)
Kenneth O. Hale Vice President, Chief Financial October 29, 1996
/s/ Kenneth O. Hale Officer, Secretary (Principal Financial
and Principal Accounting Officer)
Bernard J. Bannan Director October 29, 1996
/s/ Bernard J. Bannan
Myron S. Gelbach, Jr. Director October 29, 1996
/s/ Myron S. Gelbach, Jr.
Michael F. O. Harris Director October 29, 1996
/s/ Michael F. O. Harris
Glenn Kalnasy Director October 29, 1996
/s/ Glenn Kalnasy
Richard C. Tuttle Director October 29, 1996
/s/ Richard C. Tuttle
14
CABLE DESIGN TECHNOLOGIES CORPORATION
SCHEDULE VII VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JULY 31, 1996, 1995, 1994
Additions to Additions Balance
Balance at Reserve from Charged to at
Beginning of Acquisitions Costs and Reduction End of
Period in FY 1996 Expenses from Reserve Period
- ------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Year Ended July 31, 1994
Inventory reserves $1,297 $ 176 $(301) $1,172
Allowance for
uncollectible
accounts/sales
returns 1,277 284 (505) 1,056
Year Ended July 31, 1995
Inventory reserves $1,172 $ 219 $ ---- $1,391
Allowance for
uncollectible
accounts/sales
returns 1,056 952 (455) 1,553
Year Ended July 31, 1996
Inventory reserves $1,391 $4,877 $2,108 $(215) $8,161
Allowance for
uncollectible
accounts/sales
returns 1,553 89 1,542 (524) 2,660
15
CABLE DESIGN TECHNOLOGIES CORPORATION
INDEX TO EXHIBITS FILED HEREIN
JULY 31, 1996
EXHIBIT
NUMBER EXHIBIT PAGE
10.19 Collective Labour Agreement, dated June 10, 1996,
between NORDX/CDT and Canadian Union of
Communications Workers Unit 4.
10.20 Lease Agreement between NORDX/CDT and Northern
Telecom Limited dated February 2, 1996, governing the
Lachine, Quebec facility.
10.21 Lease Agreement between NORDX/CDT and Northern
Telecom Limited dated February 2, 1996, governing the
St. Laurent, Quebec facility.
10.22 Lease Agreement between NORDX/CDT and Northern
Telecom Limited dated February 2, 1996, governing the
Kingston, Ontario facility.
10.23 1996 Amendment of Lease between Mohawk and 9 Mohawk Drive
Realty, dated as of September 3, 1996.
10.24 First Amendment to Second Amended and Restated Loan Agreement
dated July 31, 1996 among CDT, The First National Bank of
Boston, Banque Paribas, Chicago Branch, Bank of America
Illinois, Bank of America Canada and other Lenders party
thereto.
10.25 Second Amendment to Second Amended and Restated Loan Agreement
dated July 31, 1996 among CDT, The First National Bank of
Boston, Banque Paribas, Chicago Branch, Bank of America
Illinois, Bank of America Canada and other Lenders party
thereto.
11.1 Computation of Earnings per share
13.1 1996 Annual Report to Stockholders
21.1 List of Subsidiaries of Cable Design Technologies
Corporation
23.1 Consent of Arthur Andersen LLP
16
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