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): January 29, 2007
Belden CDT Inc.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-36015055
- ------------------ ---------------- --------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 29, 2007, Belden CDT Inc. (the "Company") entered into a Sale and
Purchase Agreement (the "Agreement") with Hirschmann Electronics Holding S.A. (a
Luxembourg company referred to as "Seller") and Belden Europe B.V. (a subsidiary
of the Company, formed under the laws of the Netherlands, and referred to as
"Purchaser"). A copy of the Agreement is included as Exhibit 2.1 to this report
and should be read in its entirety for a complete description of the Agreement.
Among other things, the Agreement provides that the Seller will transfer the
outstanding share (the "Share") of the capital stock of Hirschmann Industries
GmbH (the "Holding Company") to Purchaser. The Holding Company owns all of the
outstanding capital stock of Hirschmann Automation and Control GmbH (a German
limited liability company, "HAC"); Hirschmann Verwaltungs GmbH (a German limited
liability company), and Hirschmann Electronics GmbH (a German limited liability
company). HAC has wholly-owned subsidiaries in The Netherlands, France, Spain,
the United Kingdom, Singapore, the People's Republic of China, and the United
States. HAC also owns fifty percent of three joint venture companies in the PRC.
At the closing of the transaction, the Purchaser will receive the Share in
exchange for the payment of the Purchase Price: EUR 196,997,000; plus Cash;
minus the Financial Debt; plus or minus certain changes in Working Capital. (The
terms "Cash", "Financial Debt," and "Working Capital" are defined in the
Agreement.) The transaction is expected to be completed within forty-five days
from the date of the Agreement and is subject to certain conditions, principally
regulatory approvals. Under the Agreement, the Company guarantees certain
obligations of the Purchaser.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
2.1 Sale and Purchase Agreement, dated January 29, 2007, among Belden
Europe B.V., Belden CDT Inc., and Hirschmann Electronics Holdings S.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELDEN CDT INC.
Date: January 29, 2007 By: /s/ Kevin L. Bloomfield
--------------------------------
Kevin L. Bloomfield
Vice President, Secretary and
General Counsel
2