SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: February 4, 2004
(Date of earliest event reported)
Belden Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-12280 76-0412617
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105
(Address of Principal Executive Offices)
(314) 854-8000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On February 5, 2004, Belden Inc., a Delaware corporation
("Belden"), announced that it has entered into an Agreement and Plan of Merger
(the "Merger Agreement") among Cable Design Technologies Corporation, a Delaware
corporation ("CDT"), BC Merger Corp., a Delaware corporation and a wholly-owned
direct subsidiary of CDT ("Merger Sub"), and Belden. Pursuant to the Merger
Agreement and subject to the terms and conditions set forth therein, Belden will
be merged with and into Merger Sub, with Belden being the surviving corporation
of such merger (the "Merger").
A copy of the joint press release announcing the execution of
the Merger Agreement was issued on February 5, 2004 and is attached hereto as
Exhibit 99.1. A copy of the Merger Agreement is attached hereto as Exhibit 2.1.
The foregoing description is qualified in its entirety by reference to the full
text of such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 4, 2004, among Cable
Design Technologies Corporation, BC Merger Corp. and Belden Inc.
99.1 Joint Press Release issued by Cable Design Technologies Corporation and
Belden Inc. on February 5, 2004.
99.2 Earnings Release issued by Belden Inc. on February 5, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Earnings Release. On February 5, 2004, Belden issued the press
release attached as Exhibit 99.2, which sets out Belden's results of operations
for the fourth quarter of 2003.
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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 INC.
/s/Kevin L. Bloomfield
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Kevin L. Bloomfield
Secretary
Date: February 5, 2004
Exhibit Index
2.1 Agreement and Plan of Merger, dated as of February 4, 2004, among Cable
Design Technologies Corporation, BC Merger Corp. and Belden Inc.
99.1 Joint Press Release issued by Cable Design Technologies Corporation and
Belden Inc. on February 5, 2004.
99.2 Earnings Release issued by Belden Inc. on February 5, 2004.
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