Current Report
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 14, 2008
Belden 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
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. | ||||||||
| Other Events. | ||||||||
| Financial Statements and Exhibits. | ||||||||
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EXHIBIT INDEX
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Exhibit 99.1 Press Release dated July 14, 2008.
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| Press Release | ||||||||
2
Table of Contents
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
Pursuant to the Indenture (the “Indenture”), dated as of April 20, 2007, between Belden CDT
Inc. n/k/a Belden Inc. (the “Company”) and U.S. Bank National Association, as trustee, on July 14,
2008, the Company gave notice to the trustee and the holders that it has elected to redeem on July
31, 2008 (the “Redemption Date”) all $110,000,000 aggregate principal amount of the Company’s 4.00%
Convertible Subordinated Debentures due July 15, 2023 (the “Debentures”) for cash at a price equal
to $1,001.78 per $1,000 principal amount of Debentures (the “Redemption Price”). The Redemption
Price consists of $1,000 accreted value as of the Redemption Date plus $1.78 of accrued and unpaid
interest to, but excluding, the Redemption Date, which will be paid to any holders of Debentures
that remain outstanding on that date. On July 11, 2008, the last reported sale price of the
Company’s common stock was $30.32.
In accordance with the Indenture, Debentures called for redemption may be surrendered for
conversion into shares of the Company’s common stock at any time before the close of business on
July 30, 2008, which is the business day prior to the Redemption Date. The current conversion rate
is 56.8246 shares of the Company’s common stock per $1,000 principal amount of Debentures
(representing a conversion price of $17.598 per share). Pursuant to the net settlement feature
included in the Indenture, a portion of the conversion settlement amount will be paid in cash, with
the remainder to be paid in shares of the Company’s common stock. Holders who want to convert
Debentures must satisfy the requirements set forth in the Debentures. No payment will be made for
interest accrued and unpaid on Debentures surrendered for conversion; however, cash will be paid in
lieu of any fractional shares of the Company’s common stock upon conversion. After conversion of
Debentures as described above, and the redemption of any remaining Debentures on the Redemption
Date, none of the Debentures will remain outstanding.
Item 8.01. Other Events.
The Company issued a press release on July 14, 2008 announcing the redemption. A copy of the
press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press release, dated July 14, 2008. |
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.
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BELDEN INC.
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| Date: July 14, 2008 | By: | /s/ Kevin L. Bloomfield | ||
| Kevin L. Bloomfield | ||||
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Vice President, Secretary and
General Counsel |
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3
Exhibit 99.1
|
7701 Forsyth Boulevard
Suite 800 St. Louis, Missouri 63105 |
Phone: 314.854.8000
Fax: 314.854.8003 www.Belden.com |
News Release
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From:
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Belden | |||
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|
Dee Johnson | |||
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314.854.8054 | |||
For Immediate Release — July 14, 2008
BELDEN
ANNOUNCES CALL FOR REDEMPTION OF ALL OUTSTANDING 4.00%
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023
ST. LOUIS, Missouri — Belden (NYSE: BDC) announced today that it has called
for redemption and will redeem on July 31, 2008 (the “Redemption Date”), all
of its $110 million aggregate outstanding principal amount 4.00% Convertible
Subordinated Debentures due 2023 (the “Debentures”).
The redemption price is 100% of the aggregate principal amount, plus accrued
and unpaid interest to the Redemption Date, for a total of $1,001.78 for each
$1,000 principal amount of Debentures.
As a result of the call for redemption, holders of Debentures have the option
to convert each $1,000 principal amount of their Debentures into 56.8246
shares of Belden’s common stock (a conversion price of approximately $17.598).
That conversion right will expire at 4:00 p.m. Eastern Daylight Time on July
30, 2008, which is the business day prior to the Redemption Date. Cash will be
paid in lieu of any fractional shares of common stock upon conversion.
For all quarters since the third quarter of 2004, the Company has taken into
account in computing diluted earnings per share the impact of shares issuable
with respect to the conversion of the Debentures. As a result, the Company
does not anticipate that the actual issuance of shares upon the potential
conversion of any of the Debentures would be dilutive to the Company’s
earnings.
John Stroup, President and Chief Executive Officer of Belden said: “In 2007,
we inserted a net share settlement feature into the convertible debt agreement
to reduce the dilution associated with this instrument. We expect to finance
the cash involved in either a redemption or a conversion with a combination of
cash from operations and borrowings under our revolving credit facility.”
Holders of Debentures that are not converted but are redeemed will receive the
redemption price in cash. Interest will cease to accrue on the Debentures on
the Redemption Date. After conversion of Debentures as described above, and
the redemption of any Debentures on the Redemption Date, none of the
Debentures will remain outstanding.
A Notice of Redemption, which more fully describes the terms and conditions of
redemption or conversion, has been sent to all holders.
Forward-Looking Statements
Statements in this release other than historical facts are “forward-looking
statements.” These forward-looking statements are based on forecasts and
projections about the industries served by the Company and about general
economic conditions. They reflect management’s beliefs and expectations. They
are not guarantees of future performance and they involve risk and
uncertainty. The Company’s actual results may differ materially from these
expectations. Some of the factors that could cause actual results to differ
from expectations include general economic and market conditions and other
factors beyond the Company’s control. Please see the Risk Factors in the
Company’s Annual Report on Form 10-K filed on February 29, 2008, for
additional information about factors that could cause the Company’s results to
differ from expectations.
This news release may contain forward-looking statements about such matters as
our intent to redeem the outstanding $110 million aggregate principal amount
of the Debentures on the Redemption Date; our intent to convert Debentures as
to which conversion is elected in lieu of redemption; and our payment of the
redemption price for the outstanding Debentures (and any cash in lieu of
fractional shares) from cash flow from operating activities and borrowings
under our revolving credit facility. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
of this news release. Except for its ongoing obligations to disclose material
information under the federal securities laws, the Company disclaims any duty
to update any forward-looking statements as a result of new information,
future developments or otherwise.
About Belden
Sending All the Right Signals — from industrial automation to data centers,
from broadcast studios to aerospace, from cutting-edge wireless communications
to consumer electronics, Belden people are committed to delivering the best
signal transmission solutions in the world. Our 8,000 associates worldwide
work in copper cable, fiber, wireless technology, connectors, switches and
active components to bring voice, video and data to your mission-critical
application. With 2007 revenue of $2.0 billion, Belden has manufacturing
capability in North America, Europe and Asia. To obtain additional information
contact Investor Relations at 314-854-8054, or visit our website at
www.belden.com
.