UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 22, 2006
BELDEN CDT INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-12561 36-3601505
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) No.)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
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(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
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(Registrant's telephone number, including area code)
n/a
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 22, 2006, the Compensation Committee ("Compensation
Committee") of the Board of Directors of Belden CDT Inc. (the "Company")
approved the following actions with regard to the compensation of the executive
officers who will be named in the Summary Compensation Table of the Company's
2006 Proxy Statement (the "Named Executive Officers"):
AMENDMENT TO THE BELDEN CDT INC. ANNUAL CASH INCENTIVE PLAN
The Compensation Committee approved certain changes to the Belden CDT
Inc. Annual Cash Incentive Plan. A summary of such plan, as revised, is attached
as Exhibit 10.1 hereto and is hereby incorporated by reference.
GRANT OF EQUITY AWARDS
The Compensation Committee approved the grant of the following equity
awards to the Named Executive Officers under the Cable Design Technologies
Corporation 2001 Long-Term Performance Incentive Plan (the "Stock Plan"): John
Stroup--113,600 Stock Appreciation Rights ("SARs") and 50,000 Performance Share
Units ("PSUs"); Peter Sheehan--6,400 SARs, 2,800 PSUs and 3,400 Restricted Stock
Units ("RSUs"); D. Larrie Rose--6,400 SARs, 2,800 PSUs and 3,400 RSUs; and Kevin
L. Bloomfield--5,600 SARs, 2,400 PSUs and 3,000 RSUs. The awards were granted
pursuant to the terms of the Stock Plan.
The SARs were issued at the average of the high and low price of
Company stock on February 22, 2006 ($25.805). The exercise of one-third of the
SARs is permitted on the first, second and third anniversaries of the grant date
and will expire ten years after the grant date. Upon exercise, the participant
will receive in Company stock the excess of fair market value per share at the
time of exercise over the exercise price, times the number of shares subject to
the SAR. The RSUs vest on the third anniversary of the grant date, are subject
to forfeiture if the participant were to voluntarily leave the Company before
the prescribed period, and upon vesting, are payable in Company stock. The PSUs
are payable in restricted stock units, the number of which will be based on the
attainment of 2006 financial performance goals. If and when paid, the
restricted stock units will vest in equal amounts over a two-year period, will
be subject to forfeiture should the participant voluntarily leave the Company,
and upon vesting, will be payable in Company stock. The PSUs' financial
performance goals for the Named Executive Officers are those the Compensation
Committee has established for the Company's 2006 Annual Cash Incentive Plan.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Belden CDT Inc. Annual Cash Incentive Plan (Summary)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELDEN CDT INC.
Date: February 28, 2006 By: /s/ Kevin L. Bloomfield
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Vice President, Secretary and
General Counsel