SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No._______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BEL FUSE INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[BEL FUSE LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
BEL FUSE INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bel Fuse
Inc. will be held at the Hilton Newark Airport, 1170 Spring Street, Elizabeth,
New Jersey 07201, on Thursday, May 25, 2000 at 2:00 p.m. for the following
purposes:
1. To elect two directors.
2. To consider and act upon other matters which may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 21, 2000
as the date for determining the shareholders of record entitled to receive
notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors
Robert H. Simandl, Secretary
Jersey City, New Jersey
April 25, 2000
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WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
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THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT ARE FURNISHED TO THE
HOLDERS OF THE COMPANY'S CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE, FOR
INFORMATIONAL PURPOSES. HOLDERS OF CLASS B COMMON STOCK ARE NOT ENTITLED TO VOTE
AT THE ANNUAL MEETING IN ACCORDANCE WITH THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED.
BEL FUSE INC.
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PROXY STATEMENT
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The following statement is furnished to the holders of the Class A Common
Stock, par value $0.10 per share (the "Class A Common Stock"), of Bel Fuse Inc.
("Bel" or the "Company"), a New Jersey corporation with its principal executive
offices at 198 Van Vorst Street, Jersey City, New Jersey 07302, in connection
with the solicitation by the Board of Directors of Bel of proxies to be used at
Bel's Annual Meeting of Shareholders. The Annual Meeting will be held at the
Hilton Newark Airport, 1170 Spring Street, Elizabeth, New Jersey 07201 on
Thursday, May 25, 2000 at 2:00 p.m. This Proxy Statement is also furnished to
the holders of Bel's Class B Common Stock, par value $0.10 per share (the "Class
B Common Stock"), for informational purposes. Holders of Class B Common Stock
are not entitled to vote at the Annual Meeting in accordance with Bel's
Certificate of Incorporation, as amended. This Proxy Statement and, as to
holders of the Class A Common Stock, the enclosed form of proxy are first being
sent to shareholders on or about April 25, 2000. As used in the remainder of
this Proxy Statement, the term "shareholders" shall refer to the holders of
Bel's Class A Common Stock.
VOTING; REVOCATION OF PROXIES
A form of proxy is enclosed for use at the Annual Meeting if a shareholder
is unable to attend in person. Each proxy may be revoked at any time before it
is exercised by giving written notice to the secretary of the meeting. A
subsequently dated proxy will, if properly presented, revoke a prior proxy. Any
shareholder may attend the meeting and vote in person whether or not he has
previously given a proxy. All shares represented by valid proxies pursuant to
this solicitation (and not revoked before they are exercised) will be voted as
specified in the form of proxy. If a proxy is signed but no specification is
given, the shares will be voted "FOR" the Board's nominees to the Board of
Directors.
PROXY SOLICITATION
The entire cost of soliciting these proxies will be borne by Bel. In
following up the original solicitation of the proxies by mail, Bel may make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy materials to the beneficial owners of
stock held of record by such persons and may reimburse them for their expenses
in so doing. If necessary, Bel may also use its officers and their assistants to
solicit proxies from the shareholders, either personally or by telephone or
special letter.
VOTE REQUIRED; SHARES ENTITLED TO VOTE; PRINCIPAL SHAREHOLDERS
The presence in person or by proxy of holders of a majority of the
outstanding shares of the Company's Class A Common Stock will constitute a
quorum for the transaction of business at the Company's Annual Meeting. Assuming
that a quorum is present, the election of directors will require the affirmative
vote of a plurality of the shares of Class A Common Stock represented and
entitled to vote at the Annual Meeting. For purposes of determining the votes
cast with respect to any matter presented for consideration at the Annual
Meeting, only those cast "for" or "against" are included. Abstentions and broker
non-votes are counted only for the purpose of determining whether a quorum is
present at the Annual Meeting. Holders of Class A Common Stock are not entitled
to cumulative voting in the election of directors.
1
Holders of record of the Class A Common Stock at the close of business on
April 21, 2000 (the record date fixed by the Board of Directors) will be
entitled to receive notice of, and to vote at, the Annual Meeting. At the close
of business on the record date, there were 2,637,185 shares of Class A Common
Stock outstanding and entitled to vote at the meeting. Each such share is
entitled to one vote on all matters to come before the meeting.
The Company's management is not aware of any individual or entity that
owned of record or beneficially more than five percent of the Class A Common
Stock as of the record date other than Elliot Bernstein, Howard B. Bernstein and
Dimensional Fund Advisors Inc. ("Dimensional"). Elliot Bernstein is the Chairman
of the Board, Chief Executive Officer and a Director of the Company. Howard B.
Bernstein is a Director of the Company. The business address of Elliot Bernstein
and Howard B. Bernstein is 198 Van Vorst Street, Jersey City, New Jersey 07302.
For information regarding the number of shares owned by Elliot Bernstein and
Howard B. Bernstein, see "Election of Directors."
Pursuant to a filing made by Dimensional with the Securities and Exchange
Commission, Dimensional beneficially owned the following number of shares of the
Company's Class A Common Stock as of December 31, 1999.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
------------------- ----------------------- ----------
Dimensional Fund Advisors, Inc. ..................................... 196,100 (1) 7.5%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
(1) Dimensional, a registered investment advisor, is deemed to have beneficial
ownership of 196,100 shares of Bel's Class A Common Stock as of December
31, 1999, all of which shares were owned by advisory clients of
Dimensional, no one of which, to the knowledge of Dimensional, owned more
than 5% of Bel's outstanding Class A Common Stock. Dimensional disclaims
beneficial ownership of all such shares. The foregoing information is
based on a filing made by Dimensional with the Securities and Exchange
Commission.
2001 ANNUAL MEETING; NOMINATIONS
Shareholders intending to present proposals at the 2001 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
December 26, 2000 in order for such proposals to be eligible for inclusion in
the Company's proxy statement and proxy card relating to next year's meeting and
no later than March 11, 2001 in order for such proposals to be considered at
next year's meeting (but not included in the proxy statement for such meeting).
ELECTION OF DIRECTORS
The Company's directors are elected on a staggered term basis, with each
class of directors being as nearly equal as possible, and standing for
re-election once in each three-year period. At the Annual Meeting, the holders
of the Class A Common Stock will elect two directors for three year terms.
Unless a shareholder either indicates "withhold authority" on his proxy or
indicates on his proxy that his shares should not be voted for certain nominees,
it is intended that the persons named in the proxy will vote for the election as
a director of the nominees listed below to serve until the expiration of their
terms and thereafter until their successors shall have been duly elected and
shall have qualified. Discretionary authority is also solicited to vote for the
election of a substitute for said nominees if they, for any reason presently
unknown, cannot be candidates for election.
2
The following sets forth information as of April 1, 2000 concerning the
nominees for election to the Board of Directors and comparable information with
respect to those directors whose terms of office will continue beyond the date
of the Annual Meeting. Unless otherwise indicated, positions have been held for
more than five years.
NOMINEES FOR DIRECTOR FOR TERMS WHICH WILL EXPIRE AT THE 2003 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- ----- ---------------------------------------------------------
Howard B. Bernstein* ..................... 74 1954 Retired.
John F. Tweedy ........................... 54 1996 Independent consultant (February 2000 to Present);
Director of Public Relations of GlobeSpan
Semiconductor Inc. (supplier of semiconductor
integrated circuit products) (January 1999 to
February 2000); Director of Corporate Communications
of Standard Microsystems Corp. (supplier of
semiconductor integrated circuit products) (July 1995
to January 1999); Independent consultant (November
1994 to July 1995); President and Chief Executive
Officer of NetVision Corp. (developer of computer
networking products) (November 1993 to October 1994);
Independent Consultant (June 1993 to November 1993);
Corporate Vice President, Systems Engineering, of
Standard Microsystems Corp. (1988 to June 1993).
DIRECTORS WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- ----- ----------------------------------------------------------
Daniel Bernstein* ........................ 46 1986 President (June 1992 to Present) of the Company;
Vice President and Treasurer of the Company (prior
years to June 1992); Managing Director of the
Company's Macau subsidiary (1991 to Present).
Peter Gilbert ............................ 52 1987 Chairman and Chief Executive Officer
(January 1997 to Present) and President and Chief
Executive Officer (prior years to December 1996) of
The Gilbert Manufacturing Company, a division of
Larsdale, Inc., Boston, Massachusetts (manufacturer
of electrical components).
John S. Johnson .......................... 70 1996 Independent consultant (April 1993 to Present) for
various companies, including the Company
(during 1995); Corporate Controller of
AVX Corporation (manufacturer of
electronic components) (1978 to March
1993).
3
DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- -------- ----------------------------------------------------------
Elliot Bernstein* ........................ 76 1949 Chairman of the Board (June 1992 to Present) and
Chief Executive Officer of the Company; President of
the Company (prior years to June 1992).
Robert Simandl ........................... 71 1967 Secretary of the Company; Practicing Attorney;
Member of the law firm of Simandl & Gerr (January
1992 to January 1995); member of the law firm of
Robert H. Simandl, Counselor of Law (prior years).
- ------------------
* Messrs. Elliot and Howard B. Bernstein are brothers. Daniel Bernstein is
Elliot Bernstein's son and Howard B. Bernstein's nephew.
BENEFICIAL OWNERSHIP OF THE COMPANY'S STOCK
The following table sets forth certain information regarding the ownership
of Bel's Class A Common Stock and Class B Common Stock as of April 1, 2000 by
(a) each director and nominee; (b) each of the Named Officers (as defined
below); and (c) all directors and executive officers as a group. Unless
otherwise stated in the footnotes following the table, the nominees, directors
and Named Officers listed in the table have sole power to vote and dispose of
the shares which they beneficially owned as of April 1, 2000.
AGGREGATE NUMBER OF SHARES BENEFICIALLY OWNED (1)
------------------------------------------------------------------
CLASS A COMMON STOCK CLASS B COMMON STOCK
---------------------------- ---------------------------------
PERCENT OF PERCENT OF
OUTSTANDING OUTSTANDING
NO. OF SHARES SHARES NO. OF SHARES SHARES
------------- ----------- ------------- -----------
Daniel Bernstein (2) ....................................... 122,298 4.6 347,770 4.4
Elliot Bernstein (3) ....................................... 253,357 9.6 748,145 9.4
Howard B. Bernstein (4) .................................... 140,250 5.3 406,550 5.1
Colin Dunn (5) ............................................. 1,592 * 14,573 *
Peter Gilbert .............................................. 500 * 1,500 *
John S. Johnson (6) ........................................ 1,900 * 10,300 *
Joseph Meccariello (7) ..................................... 1,250 * 4,839 *
Robert H. Simandl (8) ...................................... 1,585 * 4,755 *
Arnold Sutta (9) ........................................... 1,517 * 4,855 *
John F. Tweedy ............................................. 250 * 2,750 *
All directors, nominees and executive officers as a
group, including those above 11 persons) (10) ............ 526,290 20.0 1,547,872 19.4
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(1) As of April 1, 2000, there were 2,637,185 and 7,939,641 shares of Class A
Common Stock and Class B Common Stock outstanding, respectively.
(2) The shares of Class A Common Stock beneficially owned by Daniel Bernstein
include (i) 6,250 shares which may be acquired by him on or before May 31,
2000 upon the exercise of stock options, (ii) 11,500 shares held by Mr.
Bernstein as trustee for his children and (iii) 1,549 shares allocated to
Mr. Bernstein in the Company's 401(k)
4
Plan over which he has voting but no investment power. The shares of Class
B Common Stock beneficially owned by Daniel Bernstein include (i) 6,250
shares which may be acquired by him on or before May 31, 2000 upon the
exercise of stock options, (ii) 36,500 shares held by Mr. Bernstein as
trustee for his children and (iii) 5,023 shares allocated to Mr. Bernstein
in the Company's 401(k) Plan over which he has no voting or investment
power.
(3) The shares of Class A Common Stock beneficially owned by Elliot Bernstein
include: (i) 13,400 shares held of record by Mr. Bernstein's wife, (ii)
18,800 shares owned by a non-for-profit foundation of which Mr. Bernstein
is President and Trustee, (iii) 104,500 shares owned by a family
partnership of which Mr. Bernstein is the general partner and (iv) 1,497
shares allocated to Mr. Bernstein in the Company's Far East Retirement Plan
(the "Far East Plan") over which he has voting but no investment power. The
shares of Class B Common Stock beneficially owned by Elliot Bernstein
include: (i) 12,500 shares which may be acquired by him on or before May
31, 2000 upon the exercise of stock options; (ii) 40,200 shares held of
record by Mr. Bernstein's wife, (iii) 56,400 shares owned by a
non-for-profit foundation of which Mr. Bernstein is President and Trustee,
(iv) 304,500 shares owned by a family partnership of which Mr. Bernstein is
the general partner and (v) 5,015 shares allocated to Mr. Bernstein in the
Far East Plan over which he has no voting or investment power.
(4) The shares of the Company beneficially owned by Howard B. Bernstein include
250 shares of Class A Common Stock and 750 shares of Class B Common Stock
held of record by Mr. Bernstein's wife. Mr. Bernstein disclaims beneficial
ownership of these shares.
(5) The shares of Class A Common Stock beneficially owned by Colin Dunn
include: (i) 437 shares which may be acquired by him on or before May 31,
2000 upon the exercise of stock options and (ii) 1,155 shares allocated to
him in the Company's 401(k) Plan over which he has voting but no investment
power. The shares of Class B Common Stock beneficially owned by Mr. Dunn
include: (i) 7,062 shares which may be acquired by him on or before May 31,
2000 upon the exercise of stock options and (ii) 3,761 shares allocated to
him in the Company's 401(k) Plan over which he has no voting or investment
power.
(6) The shares of the Company beneficially owned by Mr. Johnson include 150
shares and 1,050 shares, respectively, of Class A Common Stock and Class B
Common Stock held by Mr. Johnson as custodian for his grandchildren.
(7) The shares of Class A Common Stock beneficially owned by Mr. Meccariello
consist of shares which may be acquired by him on or before May 31, 2000
upon the exercise of stock options. The shares of Class B Common Stock
beneficially owned by Mr. Meccariello include: (i) 3,750 shares which may
be acquired by him on or before May 31, 2000 upon the exercise of stock
options, (ii) 720 shares held of record by Mr. Meccariello's wife and (iii)
369 shares allocated to him in the Far East Plan over which he has no
voting or investment power.
(8) The shares of the Company beneficially owned by Mr. Simandl include 1,200
shares of Class A Common Stock and 3,600 shares of Class B Common Stock
held of record by Mr. Simandl's wife.
(9) The shares of the Company beneficially owned by Mr. Sutta include 1,417
shares of Class A Common Stock and 4,555 shares of Class B Common Stock
allocated to Mr. Sutta in the Company's 401(k) Plan over which he has with
respect to the Class A Common Stock, voting but no investment power and
with respect to the Class B Common Stock, no voting or investment power.
(10) Includes 7,937 shares of Class A Common Stock and 29,562 shares of Class B
Common Stock which may be acquired on or before May 31, 2000 upon the
exercise of stock options and 6,909 and 22,808 shares of Class A Common
Stock and Class B Common Stock, respectively, allocated in the Company's
401(k) Plan and Far East Plan over which such persons have with respect to
the Class A Common Stock, voting but no investment power and with respect
to the Class B Common Stock, no voting or investment power.
* Shares constitute less than one percent of the shares of Class A Common
Stock or Class B Common Stock outstanding.
5
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and greater than 10 percent beneficial
owners to file with the Securities and Exchange Commission certain reports
regarding such persons' ownership of the Company's securities. Directors,
officers and greater than 10 percent beneficial owners are required by
applicable regulations to furnish Bel with copies of all Section 16(a) forms
they file. Based solely upon a review of the copies of the forms or information
furnished to Bel, Bel believes that during its 1999 fiscal year all filing
requirements applicable to its directors, officers and greater than 10 percent
beneficial owners were satisfied on a timely basis, except that Joseph
Meccariello (an executive officer of Bel) failed to file on a timely basis one
report disclosing three sales that occurred in November 1999. In addition, the
Company recently discovered that Peter Christoffer (an executive officer of Bel)
failed to file on a timely basis a report disclosing a sale of 1,750 shares of
Bel's Common Stock that occurred in February 1998 (prior to the Company's
recapitalization of its Common Stock into Class A and Class B Common Stock.)
These late filings were inadvertent, and the required filings were made promptly
after noting the failures to file.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1997, 1998 and 1999, the annual and long-term compensation of the Company's
Chief Executive Officer and the four other most highly compensated executive
officers of Bel during 1999 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION --------------------
----------------------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) OPTIONS/SARS(#)(2) COMPENSATION(3)
- --------------------------- ---- ---------- --------- ---------- -------------------- ---------------
Elliot Bernstein 1999 $350,000 $ -- $ -- -- $30,756
Chairman and Chief 1998 350,000 -- -- 50,000 30,756
Executive Officer 1997 350,000 -- -- -- 23,756
Daniel Bernstein 1999 189,280 94,640 -- -- 13,349
President 1998 182,001 110,700 -- 50,000 9,810
1997 173,807 75,000 -- -- 11,849
Arnold Sutta 1999 155,992 29,998 -- -- 5,930
Vice President 1998 150,747 29,305 -- -- 4,850
1997 122,317 9,420 -- -- 4,397
Colin Dunn 1999 151,856 39,843 -- -- 7,096
Vice President and 1998 146,016 71,659 -- 30,000 4,730
Treasurer 1997 142,074 20,769 -- -- 5,525
Joseph Meccariello 1999 142,978 36,410 91,473 -- 10,008
Vice President 1998 137,495 70,339 100,775 -- 9,622
1997 132,290 31,200 100,906 20,000 6,611
- ---------------------------
(1) During the periods presented above, no Named Officer received perquisites
(i.e., personal benefits) in excess of 10% of such individual's reported
salary and bonus, except that Mr. Meccariello received housing allowances
of $91,473, $100,775 and $100,906 during 1999, 1998 and 1997,
respectively.
(2) The securities underlying options have been adjusted to reflect Bel's
2-for-1 stock split payable on December 1, 1999 (the "December 1999
Stock Split") to the shareholders of record on November 22, 1999, in the
form of a
6
dividend of 1 share of Class B Common Stock for each shares of Class A and
Class B Common Stock outstanding.
(3) Compensation reported under this column for 1999 includes: (i)
contributions of $24,500 for Elliot Bernstein and $10,008 for Joseph
Meccariello to the Company's Far East Retirement Plan and contributions of
$9,349, $5,930 and $7,096, respectively, for Daniel Bernstein, Arnold
Sutta and Colin Dunn, respectively, to the Company's 401(k) Plan, to match
1999 pre-tax elective deferral contributions (included under "Salary")
made by each Named Officer to such Plans, such contributions currently
being made in shares of the Company's Class B Common Stock, (ii) $4,000
paid to each of Elliot Bernstein and Daniel Bernstein as directors' fees,
and (iii) $2,256 paid by the Company as a premium for term life insurance
for Elliot Bernstein.
EMPLOYMENT AGREEMENT
The Company and Mr. Elliott Bernstein have entered into an employment
agreement, dated October 29, 1997. Pursuant to his employment agreement, Mr.
Bernstein will continue to serve as Chairman of the Board of Bel for on-going
three year terms, at a base salary of $350,000 per year. Mr. Bernstein will also
be entitled to receive those benefits which he is currently receiving, including
health care and insurance benefits. The employment agreement provides that if
Mr. Bernstein is disabled and cannot perform his duties under the agreement or
if he dies, the Company will continue to pay to Mr. Bernstein or his estate his
base salary for the balance of the term in effect at the time of such
termination. The employment agreement also contains non-competition provisions
which extend during the term of the agreement and for a period of one year
following termination of employment.
OPTION EXERCISES AND HOLDINGS
No stock options were granted during the year ended December 31, 1999. The
following table sets forth information regarding stock option exercises by the
Named Officers during the year ended December 31, 1999, including the aggregate
value of gains on the date of exercise. In addition, the following table
provides data regarding the number of shares covered by both exercisable and
non-exercisable stock options at December 31, 1999. Also reported are the values
for "in-the-money" options, which represent the positive spread between the
exercise price of existing options and either $27.875 or $21.00, the closing
sale price of the Company's Class A Common Stock or Class B Common Stock,
respectively, on December 31, 1999.
7
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
SHARES OF VALUE REALIZED CLASS A / CLASS B VALUE OF
CLASS A / (MARKET PRICE SECURITIES UNDERLYING UNEXERCISED
CLASS B ON EXERCISE UNEXERCISED IN-THE-MONEY
STOCK DATE LESS OPTIONS/SARS AT YEAR-END(#) OPTIONS/SARS AT YEAR-END($)
ACQUIRED ON EXERCISE --------------------------- ----------------------------
NAME EXERCISE(#)(1) PRICE) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ------------- ----------- ------------- ----------- -------------
Elliot Bernstein ............. 10,000/ 492,300 --/ --/ 184,375 553,125
30,000 12,500 37,500
Daniel Bernstein ............. 2,500/ 129,000 6,250/ 6,250/ 222,969 668,906
7,500 6,250 31,250
Arnold Sutta ................. 1,250/ 59,675 --/-- 1,250/ -- 78,594
3,750 3,750
Colin Dunn ................... 1,875/ 109,084 437/ 1,313/ 117,254 351,839
5,625 7,062 21,188
Joseph Meccariello ........... --/-- -- 1,250/ 2,500/ 80,469 160,938
3,750 7,500
- ------------------
(1) The shares acquired upon exercise have been adjusted to reflect the
December 1999 Stock Split.
THE BOARD OF DIRECTORS; COMMITTEES OF THE BOARD; DIRECTORS' COMPENSATION
The Company's Board of Directors holds a regular meeting immediately
before the Annual Meeting of Shareholders and meets on other occasions
throughout the year. During 1999, the Board held six meetings.
Bel's Board has an Executive Committee, a Compensation Committee and an
Audit Committee. The Executive Committee is composed of Elliot Bernstein, Daniel
Bernstein and Robert H. Simandl; the Compensation Committee is composed of
Daniel Bernstein, Peter Gilbert and Robert H. Simandl; and the Audit Committee
is composed of Peter Gilbert and John S. Johnson. The function of the Executive
Committee is to act in the place of the Board when the Board cannot be convened.
The Compensation Committee is charged with the responsibility of administering
the Company's Stock Option Plan and also reviews the compensation of Bel's
executive officers. The Audit Committee reviews significant audit and accounting
principles, policies and practices, and meets with the Company's independent
auditors. During 1999, the Executive Committee held no meetings, the Audit
Committee held two meetings and the Compensation Committee held two meetings.
In 1999, directors of the Company received an annual retainer of $6,000,
$750 for each Board meeting they attended and $500 for each committee meeting
which they attended. Directors who are executive officers of the Company do not
receive directors' fees otherwise payable to directors of the Company, but
receive an annual retainer of $4,000 if they are directors of the Company's
foreign subsidiaries.
John S. Johnson, a director of the Company, provides consulting services
to the Company from time to time. In 1999, fees received by Mr. Johnson for such
services were not material.
For a description of legal services provided to the Company by Robert H.
Simandl during 1999, see "Compensation Committee Interlocks and Insider
Participation."
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1994 in Bel's
Common Stock and, since the Company's recapitalization effected July 9, 1998, in
Bel's Class A Common Stock and Class B Common Stock with the Nasdaq Stock Index
and the Nasdaq Electronic Components Stock Index. The graph is calculated
assuming that all dividends are reinvested during the relevant periods. The
graph shows how a $100 investment in either the Class A Common Stock or the
Class B Common Stock would increase or decrease in value over time, based on
dividends and increases or decreases in market prices. The market prices of the
Class A Common Stock and the Class B Common Stock were averaged.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Prepared by the Center for Research in Security Prices
Produced on 04/12/2000 including data to 12/31/1999
CRSP Total Returns Index for: 12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
- ---------------------------- ------- ------- ------- ------- ------- -------
BEL FUSE, INC. 100.0 127.3 191.2 231.8 471.6 664.1
Nasdaq Stock Market (US Companies) 100.0 141.3 173.9 213.1 300.4 556.0
Nasdaq Electronic Component Stocks
SIC 3670-3679 US & Foreign 100.0 166.5 288.3 302.3 467.3 913.3
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/94.
9
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of Bel's executive officers generally are made
by the Compensation Committee of the Board of Directors (the "Committee").
Pursuant to Securities and Exchange Commission rules designed to enhance
disclosure of corporate policies regarding executive compensation, Bel has set
forth below a report submitted by the Committee addressing Bel's compensation
policies for 1999 as they affected Elliot Bernstein (the Chief Executive
Officer) and the other Named Officers.
The goals of Bel's compensation policies for executive officers are to
provide a competitive level of base salary and other benefits to attract, retain
and motivate high caliber personnel.
The Company's compensation program consists primarily of base salary and
long-term incentive awards. In making its compensation decisions, the Committee
analyzes the Company's performance, the individual's performance in terms of the
fulfillment of responsibilities related to the applicable position, and the
individual's contribution to the Company. Mr. Daniel Bernstein, a member of the
Committee, did not participate with respect to determinations regarding his own
compensation.
Executive officers receive performance and salary reviews each year.
Salary increases are based on an evaluation of the extent to which a particular
executive officer is determined to have assisted the Company in meeting its
business objectives and in contributing to the growth and performance of the
Company.
The Company and the Chief Executive Officer agreed in each of the last
several years that the Chief Executive Officer's salary would not be increased.
The salary of Daniel Bernstein, President of the Company, was raised during each
of the last three years to reflect Mr. Bernstein's increased responsibilities
and his performance of those responsibilities as President of the Company.
Daniel Bernstein also received a bonus in 1999, 1998 and 1997 as a result of his
performance and that of the Company. In establishing Daniel Bernstein's salary
and bonus for 1998, the Compensation Committee also considered a survey of
compensation paid to executives with similar positions at comparable companies.
Bonuses were granted to the other Named Officers for 1999 and their salaries
were increased in 1999 as a result of their individual performance and that of
the Company.
The Company's long-term incentive award program includes the grant of
stock options. Stock options only produce value to executives if the price of
the Company's stock appreciates, thereby directly linking the interests of
executives with those of stockholders. All of the Company's stock options have
been granted at exercise prices at least equal to the market price on the grant
date. In light of previous option grants, no additional stock options were
granted to the Named Officers during 1999.
Pursuant to the Company's domestic 401(k) Plan and Far East Retirement
Plan, the Company makes matching contributions of pre-tax elective deferral
contributions made by executive officers. The Company's matching contributions
under the 401(k) Plan are currently made in shares of Bel's Class B Common Stock
and under the Far East Retirement Plan are currently made partly in shares of
Bel's Class B Common Stock (approximately 10% of the Company's contribution) and
partly in cash (approximately 90% of the contribution). Bel believes that these
plans are an important element in executive long-term compensation and foster
the retention and motivation of qualified executives.
During 1993, the Omnibus Reconciliation Act of 1993 was enacted. This Act
includes potential limitations on the deductibility of compensation in excess of
$1 million paid to the Company's five highest paid officers beginning in 1994.
Based on regulations issued by the Internal Revenue Service and an analysis by
the Company to date, the Company believes that any compensation realized in
connection with the exercise of stock options granted by the Company will
continue to be deductible as performance-based compensation. The Committee and
the entire Board of Directors will continue to evaluate the impact of this
legislation on Bel's compensation program and intends to submit
10
appropriate proposals to stockholders at future meetings if necessary in order
to maintain the deductibility of executive compensation.
Respectfully submitted,
ROBERT H. SIMANDL
PETER GILBERT
DANIEL BERNSTEIN
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Daniel Bernstein, Peter Gilbert and Robert H. Simandl served as members of
the Compensation Committee of the Company's Board of Directors during 1999.
Mr. Simandl has served as the Company's Secretary for more than the past
five years. Mr. Simandl and his predecessor firms have served as general counsel
to the Company for more than five years. Fees received by Mr. Simandl's firm
from the Company during 1999 were not material. The Company will retain Mr.
Simandl in 2000.
Although Daniel Bernstein served as a member of the Compensation Committee
of the Company's Board of Directors during 1999, he did not participate with
respect to determinations regarding his own compensation. Daniel Bernstein has
been President of the Company since 1992, served the Company in other capacities
in prior years, and has been a director of the Company since 1986.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent certified public accountants, has been
selected by the Board of Directors to audit and report on Bel's financial
statements for the year ending December 31, 2000. Deloitte & Touche LLP began
auditing Bel in 1983. A representative of Deloitte & Touche LLP is expected to
be present at the Annual Meeting and will have an opportunity to make a
statement if he so desires. The representative is expected to be available to
respond to appropriate questions from shareholders.
OTHER MATTERS
At the time this Proxy Statement was mailed to shareholders, management
was not aware that any matter other than the election of directors would be
presented for action at the Annual Meeting. If other matters properly come
before the Meeting, it is intended that the shares represented by proxies will
be voted with respect to those matters in accordance with the best judgment of
the persons voting them.
By Order of the Board of Directors
ROBERT H. SIMANDL, Secretary
Dated: April 25, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31,
1999, INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY STATEMENT. THE
ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL OR AS A
COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.
11
BEL FUSE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
MAY 25, 2000
The undersigned hereby appoints Howard B. Bernstein, Robert H. Simandl and
Daniel Bernstein, and each of them, attorneys and proxies, with power of
substitution in each of them, to vote for and on behalf of the undersigned at
the annual meeting of the shareholders of the Company to be held on May 25,
2000, and at any adjournment thereof, upon matters properly coming before the
meeting, as set forth in the related Notice of Meeting and Proxy Statement, both
of which have been received by the undersigned. Without otherwise limiting the
general authorization given hereby, said attorneys and proxies are instructed to
vote as follows:
1. Election of the Board's nominees for Director. (The Board of
Directors recommends a vote "FOR".)
[] FOR the nominees listed below (except as marked to the
contrary below)
[] WITHHOLD AUTHORITY to vote for the nominees listed below
Nominees: Howard B. Bernstein and John F. Tweedy
INSTRUCTION: To withhold authority to vote for any individual
nominee listed above, write the nominee's name in the
space provided below.
-----------------------------------------------------------
2. Upon all such other matters as may properly come before the meeting
and/or any adjournment or adjournments thereof, as they in their
discretion may determine. The Board of Directors is not aware of any
such other matters.
(Continued and to be signed on reverse side)
(Continued from reverse side)
UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY,
THIS PROXY WILL BE VOTED FOR EACH OF THE BOARD'S NOMINEES.
Dated: , 2000
Signed ______________________
_____________________________
Please sign this proxy and
return it promptly whether or
not you expect to attend the
meeting. You may nevertheless
vote in person if you attend.
Please sign exactly as your
name appears hereon. Give full
title if an Attorney, Executor,
Administrator, Trustee,
Guardian, etc.
For an account in the name of
two or more persons, each
should sign, or if one signs,
he should attach evidence of
his authority.