UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BELDEN INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0412617
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
701 FORSYTH BOULEVARD, SUITE 800 63105
ST. LOUIS, MO (zip code)
(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), check to General Instruction A.(d), check
the following box ( X ) the following box.( )
Securities Act registration statement file number to which this form relates:
N/A
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
(PURSUANT TO RIGHTS AGREEMENT
DATED AS OF JULY 6, 1995)
Securities to be registered pursuant to Section 12(g) of the Act: NONE
The undersigned registrant hereby amends its registration
statement on Form 8-A filed with the Securities and Exchange Commission on July
14, 1995 (the "Original Form 8-A"), as follows:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Item 1 to the Original Form 8-A is hereby amended by adding
the following after the last paragraph of such item:
The Registrant and Mellon Investor Services LLC, a New Jersey
limited liability company (as successor to First Chicago Trust Company of New
York, a national banking association organized under the laws of the United
States) (the "Rights Agent"), entered into Amendment No. 1 to the Rights
Agreement ("Amendment No. 1"), which amends the Rights Agreement, dated as of
July 6, 1995 (the "Rights Agreement"), between the Registrant and the Rights
Agent in order to among other things, (a) amend Section 1(a) of the Rights
Agreement to provide that neither CDT nor Merger Sub nor any of their respective
Affiliates or Associates (as defined in the Rights Agreement) shall become an
Acquiring Person (as defined in the Rights Agreement) as a result of the
execution of the Merger Agreement or the consummation of the transactions
contemplated thereby; (b) amend Section 7(a) of the Rights Agreement to insert
"or (iii) the Effective Time of the Merger. For purposes of clause (iii) above,
"Effective Time of the Merger" shall mean such time as a certificate of merger
(the "Merger Certificate") is duly filed with the Secretary of State of the
State of Delaware pursuant to Section 1.3 of the Merger Agreement or at such
later effective time as is specified in the Merger Certificate." after the
existing clause (ii); (c) amend Section 1(l) of the Rights Agreement to provide
that neither the execution of the Merger Agreement nor the announcement or
consummation of the Merger shall constitute a Stock Acquisition Date (as defined
in the Rights Agreement); (d) amend Section 3(a) of the Rights Agreement to
provide that neither the execution of the Merger Agreement nor the announcement
or consummation of the Merger shall constitute a Distribution Date (as defined
in the Rights Agreement); and (e) amend Section 11(a)(ii) to provide that
neither the execution of the Merger Agreement nor the announcement of
consummation of the Merger shall permit a holder of a right to receive shares of
common stock in lieu of shares of preferred stock.
A copy of Amendment No. 1 is attached hereto as Exhibit 2 and
is incorporated herein by reference. The foregoing description of Amendment No.
1 does not purport to be complete and is qualified in its entirety by reference
to Amendment No. 1.
ITEM 2. EXHIBITS.
Exhibit Description
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1* Rights Agreement, dated as of July 6, 1995, between Belden Inc.
and First Chicago Trust Company of New York, as Rights Agent.
2** Amendment No. 1 to the Rights Agreement, dated as of February
4, 2004 between Belden Inc. and Mellon Investor Services LLC, a
New Jersey limited liability company (as successor to First
Chicago Trust Company of New York, a national banking
association organized under the laws of the United States).
* Filed as Exhibit 1 to the Registration Statement on Form 8A filed by Belden
Inc. on July 14, 1995.
** Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
BELDEN INC.
By: /s/ Kevin L. Bloomfield
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Name: Kevin L. Bloomfield
Title: Vice President, Secretary and
General Counsel
Dated: February 20, 2004
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EXHIBIT INDEX
Exhibit Description
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1* Rights Agreement, dated as of July 6, 1995, between Belden Inc. and
First Chicago Trust Company of New York, as Rights Agent.
2** Amendment No. 1 to the Rights Agreement, dated as of February 4,
2004 between Belden Inc. and Mellon Investor Services LLC, a New
Jersey limited liability company (as successor to First Chicago
Trust Company of New York, a national banking association organized
under the laws of the United States).
* Filed as Exhibit 1 to the Registration Statement on Form 8A filed by Belden
Inc. on July 14, 1995.
** Filed herewith.
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