UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
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): August 2, 2006
Belden CDT Inc.
---------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-3601505
--------------- --------------- ---------------
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
------------------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
----------------------------------------------------
(Registrant's telephone number, including area code)
n/a
-------------------------------------------------------------
(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))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
SIGNATURES
2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 2, 2006, Belden CDT Inc. (the "Company") entered into an
Executive Employment Agreement (each, an "Employment Agreement") with each of
Peter F. Sheehan and Robert Canny effective as of July 16, 2006 (the "Effective
Date"). Mr. Sheehan's Employment Agreement reflects his continuing employment
as Vice President, Operations of the Company and President of its Belden
Americas division at an annual base salary of $368,000; Mr. Canny's Employment
Agreement reflects his continuing employment as Vice President, Operations of
the Company and President of its Specialty Products division at an annual base
salary of $286,000. Each executive's base salary will be subject to annual
review by the Company's Chief Executive Officer. Each executive will be
entitled to participate in the Company's annual management incentive (bonus)
plan, as well as all other employee benefit plans of the Company available to
senior executives. Each Employment Agreement's initial term is for three years
from the Effective Date, subject to earlier termination based on disability,
death, termination by the Company with or without cause, and voluntary
termination by the executive with or without good reason.
Following a change in control of the Company, if the executive's employment
is terminated by the Company without cause or is voluntarily terminated by the
executive for good reason, in either case during the period commencing on the
occurrence of the change in control and ending on the second anniversary thereof
(the "Protection Period"), then the Company will pay and provide the executive
with certain payments and benefits, including a lump sum severance payment equal
to the sum of his highest base salary during the Protection Period and his
annual target bonus, multiplied by two; a pro-rated annual bonus through the
date of termination based on target performance; and Company medical benefits
for two years.
Outside the context of a change in control of the Company, if the
executive's employment is terminated by the Company without cause, then the
Company will pay and provide the executive with certain payments and benefits,
including severance payments in installments that equal in the aggregate the sum
of his base salary and his annual target bonus; a pro-rated annual bonus through
the date of termination based on actual performance; and Company medical
benefits for 12 months.
All of the executive's stock options, stock appreciation rights, restricted
stock units, performance share units and any other long-term incentive awards
remain in effect in accordance with their terms and conditions (including with
respect to the consequences of a termination of employment or a change in
control) and are not amended or affected by his Employment Agreement.
The executive also agrees to certain confidentiality, nonsolicitation and
noncompetition covenants that begin on the Effective Date and extend for various
periods beyond termination of the executive's emploment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS.
None.
3
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: August 7, 2006 By: /s/ Kevin L. Bloomfield
-----------------------
Kevin L. Bloomfield
4