UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 26, 2008
General Cable Corporation
(Exact name of Registrant as Specified in Charter)
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| Delaware
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001-12983
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06-1398235 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (859) 572-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
On November 24, 2008, General Cable Corporation (the “Company”) adopted a written trading plan
under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Company implemented this written trading plan in connection with its share repurchase program,
which was authorized by the Company’s Board of Directors and announced on October 29, 2008.
Adopting this trading plan, which satisfies the conditions of Rule 10b5-1, allows the Company to
repurchase its shares at times when it might otherwise be prevented from doing so due to
self-imposed trading blackout periods or pursuant to insider trading laws. A broker selected by
the Company will have the authority under the terms and limitations specified in the plan to
repurchase shares on the Company’s behalf in accordance with the terms of the plan. After the
expiration of the current trading plan, the Company may from time to time enter into subsequent
trading plans under Rule 10b5-1 to facilitate the repurchase of its common stock pursuant to its
share repurchase program.
Following the announcement of the authorization of the share repurchase program, the Company
made various discretionary repurchases of its shares in open-market transactions. In addition, the
Company expects to continue making discretionary repurchases in the open market or in privately
negotiated transactions from time to time. The timing and volume of any such share repurchases
will be at the discretion of the Company. Information regarding share repurchases will be
available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and
Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under the Exchange
Act, including information regarding purchases by the Company of its common stock pursuant to a
10b5-1 trading plan. By their nature, forward-looking information and statements are subject to
risks, uncertainties, and contingencies, including changes in price and volume and the volatility
of the company’s common stock; adverse developments affecting either or both of prices and trading
of exchange-traded securities, including securities listed on the New York Stock Exchange; and
unexpected or otherwise unplanned or alternative requirements with respect to the capital
investments of the Company. The Company’s 2007 Annual Report on Form 10-K includes information
regarding other risk factors and cautionary information, which may be updated from time to time in
the Company’s periodic reports. The Company does not undertake to update any forward-looking
statements or information, including those contained in this report.