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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-KA/I
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amending Item 7 to File Certain Financial Statements)
Date of Report (Date of earliest event reported): October 2, 1998
---------------
Date
BEL FUSE INC.
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(Exact name of registrant as specified in charter)
New Jersey 0-11676 22-1463699
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
198 Van Vorst Street, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
(201) 432-0463
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(Registrant's telephone number,
including area code)
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(Former name or former address, if changed since
last report)
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This form 8-K/A of Bel Fuse Inc. ("Bel" or the "Company") constitutes
Amendment No. 1 to Bel's Current Report on Form 8-K (the "Original Form 8-K")
which was filed with the Securities and Exchange Commission (the "SEC") on
October 19, 1998. This amendment sets forth the information required by Items
7(a) and 7(b) omitted from the Original Form 8-K.
The statements in this Current Report on Form 8-K/A that are not historical
facts, including, most importantly, those statements preceded by, followed by,
or that include the words "may," "believes," "expects," "anticipates," or the
negation thereof, or similar expressions, constitute "forward-looking
statements" that involve risks, uncertainties and other factors which may cause
actual results, performance or achievements to be materially different from any
outcomes expressed or implied by such forward-looking statements. For those
statements, Bel claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
Such factors include, but are not limited to, other risks and uncertainties
detailed in Bel's other current and periodic filings with the SEC. Bel will not
undertake and specifically declines any obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Page No.
a. With respect to the acquisition of
the Signal Transformer Business
of Lucent Technologies Inc. ("STB" or
"Lucent") by Bel Fuse Inc., ("Bel"
or the "Company") the following
financial statements are presented
as follows: 1-7
I. Lucent Technologies Inc.'s
Power Systems Signal
Transformer Business Financial
Statements
(A) Report of Independent Accountants.
(B) Statement of Net Assets Sold
September 30, 1998.
(C) Statement of Net Sales, Cost of Sales and
Direct Operating Expenses for the years
ended September 30, 1998 and 1997 and the
nine months ended September 30, 1996.
(D) Notes to Financial Statements.
b. Described below are the pro forma
financial statements of Bel Fuse Inc.
and STB included herewith: 8-15
II. Year End Pro Forma Financial Information
(A) Introduction to Unaudited Pro Forma
Combined and Condensed Financial Data.
(B) Bel and STB Unaudited Pro Forma
Combined Statements of Operations
for the Year Ended December 31, 1997.
III. Interim Pro Forma Financial Information.
(A) Bel and STB Unaudited Pro Forma Combined
Balance Sheet as of September 30, 1998.
Page No.
(B) Bel and STB Unaudited Pro Forma
Combined Statements of Operations for
the Nine Months Ended September 30, 1998.
(C) Notes to Unaudited Pro Forma Combined
Financial Statements.
Signatures 16
LUCENT TECHNOLOGIES INC.'S POWER
SYSTEMS SIGNAL TRANSFORMER
BUSINESS
FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Lucent Technologies Inc.
We have audited the accompanying statement of net assets sold of Lucent
Technologies Inc.'s Power Systems Signal Transformer Business as of September
30, 1998, and the statement of net sales, cost of sales and direct operating
expenses for each of the two years ended September 30, 1998 and for the nine
months ended September 30, 1996. These financial statements are the
responsibility of Lucent Technologies Inc. management. Our responsibility is to
express an opinion on these financial statements based upon our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
As more fully described in Note 1, the accompanying financial statements were
prepared to present the net assets sold of Lucent Technologies Inc.'s Power
Systems Signal Transformer Business, pursuant to the Asset Purchase Agreement
and the net sales, cost of sales and direct operating expenses of Lucent
Technologies Inc.'s Power Systems Signal Transformer Business and are not
intended to be a complete presentation of Lucent Technologies Inc.'s Power
Systems Signal Transformer Business' financial position, results of operations
and cash flows.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the net assets sold of Lucent Technologies Inc.'s Power
Systems Signal Transformer Business as of September 30, 1998, and the net sales,
cost of sales and direct operating expenses for each of the two years ended
September 30, 1998 and for the nine months ended September 30, 1996, in
conformity with generally accepted accounting principles.
PricewaterhouseCoopers LLP
December 10, 1998
2
LUCENT TECHNOLOGIES INC.'S POWER SYSTEMS SIGNAL TRANSFORMER
BUSINESS
STATEMENT OF NET ASSETS SOLD
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
ASSETS
Current assets
Inventories $ 8,176
Machinery and equipment 2,877
---------
TOTAL ASSETS 11,053
Commitments and contingencies ---------
NET ASSETS SOLD $ 11,053
=========
The accompanying notes are an integral part of these financial statements.
3
LUCENT TECHNOLOGIES INC.'S POWER SYSTEMS SIGNAL TRANSFORMER
BUSINESS
STATEMENT OF NET SALES, COST OF SALES AND DIRECT OPERATING EXPENSES
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
Nine Months
Ended
Year Ended September 30, September 30,
------------------------------
1998 1997 1996
------------- ------------- -------------
Net sales $ 40,319 $ 35,336 29,438
Cost of sales 24,338 23,404 19,522
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GROSS PROFIT 15,981 11,932 9,916
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Direct operating expenses
Research and development 2,093 1,244 861
Marketing and selling 914 1,937 984
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Total direct operating expenses 3,007 3,181 1,845
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Excess of net sales over cost of sales
and direct operating expenses $ 12,974 $ 8,751 $ 8,071
============= ============= =============
The accompanying notes are an integral part of these financial statements.
4
LUCENT TECHNOLOGIES INC.'S POWER SYSTEMS SIGNAL TRANSFORMER
BUSINESS
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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1. BACKGROUND AND BASIS OF PRESENTATION
The accompanying financial statements have been prepared for the purpose of
presenting the net assets sold of the Power Systems Signal Transformer
Business ("STB") of Lucent Technologies Inc. ("Lucent"), pursuant to the
Asset Purchase Agreement (the "Agreement") dated and consummated as of
October 2, 1998 ("Closing Date") between Lucent and Bel Fuse (the "Buyer")
and its net sales, cost of sales and direct operating expenses. Pursuant to
the Agreement, Lucent sold to the Buyer certain assets including
inventories, and machinery and equipment for consideration of approximately
$28,000. With the exception of product warranty and repair obligations,
which have historically been immaterial, the Buyer will assume no
liabilities.
STB was a product family managed in the Power Systems Group of the
Microelectronics Division of Lucent. STB manufactures xDSL, ISDN, modem,
broadband and power magnetic components for both original equipment
manufacturers and Lucent.
Lucent did not maintain STB as a separate business unit and historically,
external financial statements have not been prepared. Therefore, the
accompanying financial statements are derived from the historical
accounting records of STB and present the net assets sold as of September
30, 1998, in accordance with the Agreement, and the statement of net sales,
cost of sales and direct operating expenses for the years ended September
30, 1998 and 1997, and the nine months ended September 30, 1996. Lucent
changed its year-end from December 31 to September 30, beginning with the
nine month period ended September 30, 1996. A statement of cash flows is
not presented as STB did not maintain a cash balance, all cash flow
activities were funded by Lucent, and a complete statement of cash flows is
not prepared at this reporting level. These statements are not intended to
be a complete presentation of STB's financial position, results of
operations and cash flows. The historical operating results may not be
indicative of the results of operations of STB going forward due to changes
in the business by the Buyer and the omission of various indirect operating
expenses.
The statements of net sales, cost of sales and direct operating expenses
includes all revenues and expenses directly attributable to STB product
family. Cost of sales includes material cost, direct labor and an
allocation of factory overhead. Direct operating expenses consist
principally of research and development and marketing and selling expenses.
Marketing and selling expenses directly attributable to STB have been
allocated based upon the number of full-time equivalent marketing and
selling employees estimated to be dedicated to STB as a component of the
total Power Systems Group marketing and selling employees. The statements
do not include general and administrative expenses, interest, income taxes,
amortization of intangible assets or any other corporate expense
allocations. Since STB was not a separate business unit, Lucent had never
segregated indirect operating cost information relative to STB for
external financial reporting purposes. Accordingly, it is not practical to
isolate or allocate such indirect operating costs to STB.
5
LUCENT TECHNOLOGIES INC.'S POWER SYSTEMS SIGNAL TRANSFORMER
BUSINESS
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Revenue from sales to third parties is generally recognized at the time of
shipment to the customer. Revenue from sales to Lucent affiliates is
generally recognized as the affiliate places the part into its production
process.
INVENTORIES
Inventories are stated at the lower of cost (determined principally on a
first-in, first-out basis) or market.
MACHINERY AND EQUIPMENT
Machinery and equipment consists of manufacturing equipment and is stated
at cost less accumulated depreciation of $9,870 at September 30, 1998.
Depreciation is determined using primarily the unit method over the
estimated useful lives of the assets, generally 5 to 7 years. Depreciation
expense for the years ended September 30, 1998 and 1997, and the nine
months ended September 30, 1996 amounted to $1,215, $1,316 and $805,
respectively.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from those
estimates.
CONCENTRATION OF NET SALES
One customer (Lucent) accounted for approximately 85%, 80% and 77% of the
net sales for the years ended September 30, 1998 and 1997, and the nine
months ended September 30, 1996, respectively.
3. INVENTORIES
At September 30, 1998, inventories consist of the following:
Raw Materials $ 5,599
Work-in-process 283
Finished goods 2,294
-----------
Total inventories $ 8,176
===========
Finished goods inventory at September 30, 1998 includes approximately
$1,410 of goods held by Lucent affiliates.
6
LUCENT TECHNOLOGIES INC.'S POWER SYSTEMS SIGNAL TRANSFORMER
BUSINESS
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
4. SUPPLY AGREEMENT
On the Closing Date, Lucent and the Buyer, entered into a non-binding
supply agreement whereby the Buyer will supply Lucent with signal
transformer products over a 42-month period at agreed upon prices.
According to the agreement, Lucent does not have any purchase volume
requirements; however, during the term of the supply agreement, Lucent has
agreed to obtain such product from the Buyer, subject to certain
limitations, and to the extent Lucent decides to procure signal transformer
product.
5. TRANSACTION SERVICES AGREEMENT
On the Closing Date, Lucent and the Buyer entered into a Transition
Services Agreement whereby Lucent has agreed to provide contract labor and
transitional services to the Buyer for an agreed price, until the earlier
of June 30, 1999 or the date on which STB and the purchased assets are
relocated to Buyer's location.
7
Introduction to Unaudited Pro Forma
Combined and Condensed Financial Data
The Unaudited Pro Forma Combined Statement of Operations for the year ended
December 31, 1997 and the nine months ended September 30, 1998 (the "Pro Forma
Statements of Operations"), and the Unaudited Pro Forma Combined Balance Sheet
as of September 30, 1998 (the "Pro Forma Balance Sheet" and, together with the
Pro Forma Statements of Operations, the "Pro Forma Financial Statements"), have
been prepared to reflect the purchase of STB by the Company as of the beginning
of the periods presented in the Pro Forma Statement of Operations and as of
September 30, 1998 in the Pro Forma Balance Sheet. The Pro Forma Statement of
Operations for the year ended December 31, 1997 combines the Company's twelve
months ended December 31, 1997 and STB's twelve months ended September 30, 1997.
The Pro Forma Financial Statements do not reflect any anticipated cost savings
or any synergies that are anticipated to result from the STB acquisition. There
can be no assurance that any such cost savings or synergies will occur. The Pro
Forma Financial Statements do not purport to be indicative of the results of
operations or financial position of the Company that would have actually been
obtained had such transactions been completed as of the assumed dates and for
the period presented, or which may be obtained in the future. The pro forma
adjustments are described in the accompanying notes and are based upon available
information and certain assumptions that the Company believes are reasonable.
The Pro Forma Financial Statements should be read in conjunction with the
separate historical consolidated financial statements of Bel and the notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in Bel's Form 10-K for the year ended December
31, 1997 and Form 10-Q for the nine months ended September 30, 1998 previously
filed with the Securities and Exchange Commission and the historical financial
statements of STB and the notes thereto included elsewhere herein.
A preliminary allocation of the purchase price has been made to major
categories of assets and liabilities in the accompanying Pro Forma Financial
Statements based on currently available information. The actual allocation of
purchase price and the resulting effect on income from operations may differ
significantly from the pro forma amounts included herein. These pro forma
adjustments represent the Company's preliminary determination of purchase
accounting adjustments and are based upon available information and certain
assumptions that the Company believes to be reasonable. Consequently, the
amounts reflected in the Pro Forma Financial Statements are subject to change,
and the final amounts may differ substantially.
8
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
Historical
Bel STB Pro Forma
Year Ended Year Ended Combined
December 31, September 30, Pro Forma Statement of
1997 1997 (a) Adjustments Operations
------------ ------------- ----------- ------------
($000 omitted except per share data)
Net Sales $ 73,531 $ 35,336 $ -- $ 108,867
---------- --------- -------- ----------
Costs and Expenses
Cost of Sales 50,724 24,648 (b) (527) 74,845
Selling, general and
administrative 13,830 1,937 (b) 892 16,659
---------- --------- ------- ----------
64,554 26,585 365 91,504
---------- --------- ------- ----------
Income from operations 8,977 8,751 (365) 17,363
Other income (net) 1,428 -- (c) (1,400) 28
---------- --------- ------- ----------
Earnings before income taxes 10,405 8,751 (1,765) 17,391
Income tax provision 1,555 -- (d) 673 2,228
---------- --------- ------- ----------
Net earnings $ 8,850 $ 8,751 $(2,438) $ 15,163
========== ========= ======= ==========
Earnings per common share - basic $ 1.74 $ 2.98
========== ==========
Earnings per common share - diluted $ 1.72 $ 2.94
========== ==========
Weighted average number of common
shares outstanding - basic 5,088,483 5,088,483
========== ==========
Weighted average number of common
shares outstanding - diluted 5,158,878 5,158,878
========== ==========
See notes to unaudited pro forma combined statement of operations.
9
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
ASSETS
Historical
Bel STB
September 30, September 30, Pro Forma Pro Forma
1998 1998 Adjustments Combined
------------- ------------- ----------- ---------
($000 omitted except per share data)
Current Assets:
Cash and cash equivalents $41,108 $ -- (a) $(28,176) $12,932
Marketable securities 1,830 1,830
Accounts receivable - net 13,049 13,049
Inventories 9,611 8,176 (a) 800 18,330
(b) (257)
Prepaid expenses and other current assets 598 (a) (250) 348
Deferred income taxes 296 296
------- ------- -------- -------
Total Current Assets 66,492 8,176 (27,883) 46,785
Property, plant and equipment - net 29,527 2,877 (a) 3,438 36,099
(b) 257
Goodwill (a) 13,385 13,385
Other assets 532 532
------- ------- -------- -------
TOTAL ASSETS $96,551 $11,053 $(10,803) $96,801
======= ======= ======== =======
See notes to unaudited pro forma balance sheet.
10
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
Historical
Bel STB
September 30, September 30, Pro Forma Pro Forma
1998 1998 Adjustments Combined
------------- ------------- ----------- ---------
($000 omitted except per share data)
Current Liabilities:
Accounts payable $ 3,911 $ -- $ -- $ 3,911
Accrued expenses 7,651 (a) 250 7,901
Income taxes payable 515 515
------- -------- -------
Total Current Liabilities 12,077 250 12,327
-------
Deferred income taxes 1,024 1,024
------- -------
Total Liabilities 13,101 13,351
------- -------
Stockholders' Equity 83,450 11,053 (a) (11,053) 83,450
------- ------- -------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $96,551 $11,053 $(10,803) $96,801
======= ======= ======== =======
See notes to unaudited pro forma balance sheet.
11
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Historical
Bel STB
Nine Months Nine Months Pro Forma
Ended Ended Combined
September 30, September 30, Pro Forma Statement of
1998 1998 (a) Adjustments Operations
------------- -------------- ----------- ------------
($000 omitted except per share data)
Net Sales $ 60,195 $29,659 $ -- $ 89,854
---------- ------- -------- ----------
Costs and Expenses
Cost of Sales 39,616 19,561 (b) (395) 58,782
Selling, general and administrative 10,887 708 669 12,264
---------- ------- -------- ----------
50,503 20,269 (b) 274 71,046
---------- ------- -------- ----------
Income from operations 9,692 9,390 (274) 18,808
Other income (net) 1,442 -- (c) (1,050) 392
---------- ------- -------- ----------
Earnings before income taxes 11,134 9,390 (1,324) 19,200
Income tax provision 1,477 (d) 553 2,030
---------- ------- -------- ----------
Net earnings $ 9,657 $ 9,390 $ (1,877) $ 17,170
========== ======= ======== ==========
Earnings per common share - basic $ 1.87 $ 3.32
========== ==========
Earnings per common share - diluted $ 1.85 $ 3.29
========== ==========
Weighted average number of common
shares outstanding - basic 5,172,873 5,172,873
========== ==========
Weighted average number of common
shares outstanding - diluted 5,222,696 5,222,696
========== ==========
See notes to unaudited pro forma combined statements of operations.
12
Notes to the Unaudited Pro Forma Combined
Statements of Operations
(a) For purposes of the Pro Forma Statements of Operations for the Year ended
December 31, 1997, the STB Statement of Net Sales, Cost of Sales and Direct
Operating Costs for the year ended September 30, 1997 were combined with
Bel's historical Statements of Operations for the year ended December 31,
1997. For purposes of the Pro Forma Statements of Operations for the
nine-month period ended September 30, 1998, STB's historical Statement of
Net Sales, Cost of Sales and Direct Operating Costs was combined with Bel's
historical Statement of Operations for the nine-month period ended
September 30, 1998.
(b) The acquisition was accounted for using the purchase method of accounting.
Under purchase accounting, the total purchase price will be allocated to
all of the tangible and intangible assets and related liabilities, if any,
of STB based upon their respective fair values as of the closing date. The
allocation will be based on valuations and other studies, which are not yet
finalized. The actual allocation of purchase price and the resulting effect
on net income may differ significantly from the pro forma amounts included
herein. The following presents the effect of the purchase accounting
adjustments and adjustments to reflect adoption of the Company's accounting
policies on the Pro Forma Statements of Operations:
Year Ended Nine Months Ended
December 31, 1997 September 30, 1998
------------------- --------------------
Cost of Sales SG&A Cost of Sales SG&A
------------- ---- ------------- ----
Depreciation $(527) $-- $(395) $--
Amortization of
intangibles and goodwill -- 892 -- 669
----- ---- ----- ----
Total increase
(decrease) $(527) $892 $(395) $669
===== ==== ===== ====
The adjustments for estimated pro forma depreciation and amortization of
intangible assets and goodwill are based on their estimated fair values.
The fair value of fixed assets acquired was estimated to be $6,572. This
amount is being depreciated over eight years for machinery and equipment,
consistent with Bel's depreciation policy. Other intangible assets and
goodwill are being amortized over their estimated lives of approximately 15
years.
13
(c) The Company will experience a loss of interest income resulting from the
cash paid for the acquisition of the STB assets. For the year ended
December 31, 1997 and the nine months ended September 30, 1998, the amounts
are estimated to be $1,400 and $1,050, respectively.
(d) Reflects income tax effects of STB operating income and the impact of the
pro forma adjustments based upon assumptions as to the geographic area the
operating income and pro forma adjustments will be realized.
(e) The Company has made employment offers to 14 current STB/Lucent employees.
These employees are principally engaged in the areas of engineering,
research and development, marketing, sales and administration. The terms of
the employment offers include, among other things, sign-on bonuses, which
are earned over the two-year employment offer, incentive stock options
under the Company's incentive stock option plan, and compensation, as
defined, to certain prospective employees who forfeit Lucent stock options
which are repayable to the Company if the employee resigns from Bel prior
to the time the Lucent option would have been exercisable. Additionally,
the prospective employees would be entitled to all of the regular Bel
benefit programs. The compensation for the STB/Lucent employees is included
in STB's historical statements of operations. The sign-on bonuses and other
costs relating to the Lucent stock options, if any, are not currently
quantifiable and would represent a one-time cost which would be not
on-going.
14
Notes to the Unaudited Pro Forma Balance Sheet
at September 30, 1998
(a) The estimated purchase price and preliminary adjustments to historical book
value of STB are as follows:
Purchase price:
Cash paid (1) $28,676
Book value of net assets acquired 11,053
-------
Purchase price in excess of net
assets acquired $17,623
=======
Preliminary allocation of purchase price
in excess of net assets acquired:
Increase in inventory to estimated
fair value $ 800
Increase in machinery and equipment
to estimated fair value 3,438
Estimated goodwill 13,385
=======
$17,623
=======
(1) Included in cash paid is $500 which represents out-of-pocket
costs incurred by Bel in connection with the acquisition of
STB consisting principally of legal, consulting and other
professional fees.
(b) This represents a reclassification of spare parts for machinery and
equipment included in inventory on the audited balance sheet of STB at
September 30, 1998.
15
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.
BEL FUSE INC.
By: /s/ DANIEL BERNSTEIN
--------------------
Daniel Bernstein
President
Dated: December 16, 1998
16
