UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-12561
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Belden Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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36-3601505
(I.R.S. Employer
Identification No.)
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1 North Brentwood Boulevard
15th Floor
St. Louis, Missouri 63105
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Preferred Stock Purchase Rights
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Title of each class to be registered
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New York Stock Exchange
(Name of each exchange on which each class is to be registered)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.
x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.
o
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
On December 9, 2016, Belden Inc., a Delaware corporation (the “Company”), entered into an amendment (“Amendment No. 3”) to the Company’s existing Rights Agreement dated as of December 11, 1996, and as amended on November 15, 2004, and December 8, 2006 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, successor to Computershare Trust Company, N.A., and prior to that The First National Bank of Boston (the “Rights Agent”). All capitalized terms herein shall have the meanings set forth in the Rights Agreement.
Amendment No. 3 extends the expiration date of the Rights Agreement for an additional three years to December 10, 2019, and, because it would be coextensive with the new expiration date, eliminates the Three Year Independent Director Evaluation (“TIDE”) provision previously contained in the Rights Agreement.
In addition, Amendment No. 3 reestablishes the Purchase Price per one one-thousandth of a share of Preferred Stock at $325.00, subject to adjustment.
A copy of Amendment No. 3 is attached hereto as Exhibit 4.4 and is incorporated herein by reference. The foregoing description of Amendment No. 3 is qualified in its entirety by reference to Amendment No. 3.
Item 2. Exhibits.
Exhibits
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Exhibit 4.1
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Rights Agreement, dated as of December 11, 1996, between the Company and the Rights Agent (incorporated by reference to Exhibit 1.1 of the Registration Statement of Cable Design Technologies Corporation (“CDT”) on Form 8-A, File Number 000-22724, as filed with the Securities and Exchange Commission on December 11, 1996).
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Exhibit 4.2
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Amendment to Rights Agreement (incorporated by reference to Exhibit 4.1 of Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2004, as filed with the Securities and Exchange Commission on November 15, 2004).
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Exhibit 4.3
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Amendment No. 2 to Rights Agreement (incorporated by reference to Exhibit 4.2(a) of the Registration Statement of Belden CDT Inc. on Form 8-A/A, as filed with the Securities and Exchange Commission on December 8, 2006).
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Exhibit 4.4
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Amendment No. 3 to Rights Agreement, dated as of December 9, 2016.
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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.
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BELDEN INC.
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Date: December 9, 2016
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By:
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/s/ Brian E. Anderson
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Brian E. Anderson
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Senior Vice President-Legal, General
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Counsel and Corporate Secretary
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AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
, dated as of December 9, 2016 (the “
Amendment
”), amends the Rights Agreement dated as of December 11, 1996, as previously amended on November 15, 2004, and December 8, 2006 (the “
Rights Agreement
”), between Belden Inc., a Delaware corporation formerly known as Belden CDT Inc., and prior to that Cable Design Technologies Corporation (the “
Company
”), and American Stock Transfer & Trust Company, LLC, successor to Computershare Trust Company, N.A., and prior to that The First National Bank of Boston (the “
Rights Agent
”).
W I T N E S S E T H
WHEREAS
, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and
WHEREAS
, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement.
NOW THEREFORE
, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The Rights Agreement and the exhibits thereto are amended as follows:
(a)(i) The name of the Company is amended to be “Belden Inc.” in order to reflect the change of the Company’s name, (ii) the name of the Rights Agent is amended to be “American Stock Transfer & Trust Company, LLC,” and (iii) references to the foregoing in the Rights Agreement and the exhibits thereto are correspondingly amended.
(b) Section 1(p) is amended by deleting the text thereof and substituting the following in lieu thereof:
(p) “
Expiration Date
” means the Close of Business on December 10, 2019.
(c) Section 1(v) is amended by deleting the text thereof and substituting the following in lieu thereof:
(v) "
Purchase Price
" with respect to each Right is initially $325.00 per one one-thousandth of a share of Preferred Stock, shall be subject to adjustment from time to time as provided in Sections 11 and 13, and shall be payable in lawful money of the United States of America in cash or by certified check or bank draft payable to the order of the Company.
(d) Section 25 is amended by deleting the text thereof and substituting the following in lieu thereof:
Section 25.
Notices
. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:
Belden Inc.
1 North Brentwood Boulevard, 15
th
Floor
St. Louis, Missouri 63105
Attention: General Counsel
Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:
American Stock Transfer & Trust Company, LLC
10150 Mallard Creek Road, Suite 307
Charlotte, North Carolina 28262
Attention: Client Administration
Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company (or, if no Rights Certificates have been issued, if sent by first-class mail, postage prepaid, addressed to each holder of a certificate representing shares of Common Stock at the address of such holder as shown on the Company's Common Stock registry books).
(e) Section 28(b) is amended by deleting the text thereof and substituting the word “Reserved” in lieu thereof.
(f) Exhibits B and C to the Rights Agreement are amended as follows:
(i) All references to the date “December 9, 2016” are deleted and replaced with the date “December 10, 2019.”
(ii) All references to the Purchase Price of “$150” are deleted and replaced with a Purchase Price of “$325.00.”
2. Except as amended hereby, the Rights Agreement shall remain in full force and effect.
3. This Amendment shall be governed by Sections 29 through 33 of the Rights Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
BELDEN INC.
By:
/s/ Brian Anderson
Name: Brian Anderson
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Title:
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Senior Vice President-Legal, General Counsel and Corporate Secretary
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:
/s/ DeVonna Mosley
Name: DeVonna Mosley
Title: Senior Relationship Manager