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SEC 1344 PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(07-03) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0058
Expires: March 31, 2006
FORM 12b-25 Estimated average burden
hours per response....2.50
NOTIFICATION OF LATE FILING --------------------------
SEC FILE NUMBER
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CUSIP NUMBER
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(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / Form N-SAR / / Form N-CSR
For Period Ended: September 30, 2004
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Belden CDT Inc.
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Full Name of Registrant
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Former Name if Applicable
7701 Forsyth Boulevard, Suite 800
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Address of Principal Executive Office (Street and Number)
St. Louis, MO 63105
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra Sheets if Needed)
Part III--Narrative
On July 15, 2004, pursuant to a merger transaction, Belden Inc. ("Belden")
became a wholly-owned subsidiary of Belden CDT Inc. (the "Company"). In
connection with the merger, the Company (formerly called Cable Design
Technologies Corporation ("CDT")) changed its name to Belden CDT Inc. For
accounting purposes, the Company treated the merger as an acquisition by Belden.
From July 16, 2004 onwards, the Company has included results of the legacy CDT
operations in its operating results. Since the merger, the Company has spent
substantial time consolidating the legacy companies of CDT with the Belden
companies for financial reporting purposes. Now that it has issued a news
release announcing its third quarter 2004 financial results, the Company needs
additional time to complete and file its third quarter Form 10-Q, its first,
post-merger periodic report.
Part IV--Other Information
(3) The Company's news release dated November 8, 2004 announcing operating
results for the third quarter ended September 30, 2004 noted the
following items:
o Third quarter revenues from continuing operations was $281.5 million,
compared with Belden revenues of $155.3 million in the third quarter of
2003; and
o The loss from continuing operations was $3.1 million, or $0.07 per
diluted share, in the third quarter of 2004, including merger-related
items and charges for severance and other restructuring costs, compared
with a profit of $3.6 million, or $0.14 per diluted share for Belden in
the third quarter of 2003.
o The net loss was $7.4 million, or $0.17 per diluted share for the third
quarter of 2004 compared with net income of $0.8 million, or $0.03 per
diluted shares for Belden in the third quarter of 2003.
o For the nine months ended September 30, 2004 and 2003 the Company
reported revenues of $635.9 million and $462.4 million, respectively.
Net income from continuing operations was $5.2 million ($0.16 per
diluted share) and $5.3 million ($0.21 per diluted share) for the
nine-month periods ended September 30, 2004 and 2003, respectively. Net
loss for the nine-month period ended September 30, 2004 was $3.4
million ($0.11 per diluted shares) compared with a net loss of $2.2
million ($0.09 per diluted shares) for the same period in the prior
year.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard K. Reece 314 854-8000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes /X/ No / /
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes /X / No / /
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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Belden CDT Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 9, 2004 By /s/ KEVIN L. BLOOMFIELD
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Kevin L. Bloomfield
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers: This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).