SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 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)(1) 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 Newark Airport Hilton Hotel, 1170 Spring Street,
Elizabeth, New Jersey 07201, on Thursday, May 29, 1997 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 23, 1997 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 29, 1997
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.
BEL FUSE INC.
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PROXY STATEMENT
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The following statement is furnished in connection with the solicitation by
the Board of Directors 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, of proxies to be used at Bel's Annual Meeting of
Shareholders to be held at the Newark Airport Hilton Hotel, 1170 Spring Street,
Elizabeth, New Jersey 07201 on Thursday, May 29, 1997 at 2:00 P.M. This Proxy
Statement and the enclosed form of proxy are first being sent to shareholders on
or about April 29, 1997.
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 to elect 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 Common Stock, par value $.10 per share (the
"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
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 Common
Stock are not entitled to cumulative voting in the election of directors.
Holders of record of the Common Stock at the close of business on April 23,
1997 (the record date fixed by the Board of Directors) will be entitled to
notice of, and to vote at, the Annual Meeting. At the close of business on the
record date, there were 5,073,195 shares of 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.
1
The Company's management is not aware of any individual or entity that
owned of record or beneficially more than five percent of the Common Stock as of
December 31, 1996 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 filings made by Dimensional with the Securities and Exchange
Commission, Dimensional beneficially owned the following number of shares of the
Company's Common Stock as of December 31, 1996:
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
------------------- ----------------------- ----------
Dimensional Fund Advisors, Inc. .... 364,400(A) 7.2%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
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(A) Dimensional, a registered investment advisor, is deemed to have beneficial
ownership of 364,400 shares of Bel's Common Stock as of December 31, 1996,
all of which shares were held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company, or in series of the
DFA Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial ownership of all
such shares.
The information furnished in Note A above is based on filings made by
Dimensional with the Securities and Exchange Commission.
1998 ANNUAL MEETING; NOMINATIONS
Shareholders intending to present proposals at the 1998 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
December 30, 1997 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.
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 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 persons named in Table I 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.
Table I sets forth the name and age of each of the nominees for election to
the Board of Directors, the positions and offices presently held by each such
person within Bel, the period during which each such person has served on the
2
Board of Directors of Bel, the expiration of his respective term, the principal
occupations and employment of each such person during the past five years, and
the number of shares of Bel's Common Stock which he beneficially owned as of
April 1, 1997. Table II sets forth 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. Unless otherwise stated in the footnotes following the tables, the
nominees and other directors listed in the tables have sole power to vote and
dispose of the shares which they beneficially owned as of April 1, 1997.
TABLE I
NOMINEES FOR ELECTION AS DIRECTOR
SHARES BENEFICIALLY OWNED
AS OF APRIL 1, 1997(A)
----------------------------
DIRECTOR EXPIRATION NUMBER PERCENT
NAME AND AGE SINCE OF TERM BUSINESS EXPERIENCE OF SHARES OF CLASS
------------ -------- ---------- ------------------------------------ ------------ -----------
Howard B. Bernstein, 71 ..... 1954 2000 Retired(B) 290,800(C) 5.7%
John F. Tweedy, 51 .......... 1996 2000 Director of Corporate 500 *
Communications of Standard
Microsystems Corp. (supplier of
computer LAN systems) (July 1995 to
Present); 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
Corp. (1988 to June 1993).
TABLE II
OTHER DIRECTORS
SHARES BENEFICIALLY OWNED
AS OF APRIL 1, 1997(A)
----------------------------
DIRECTOR EXPIRATION NUMBER PERCENT
NAME AND AGE SINCE OF TERM BUSINESS EXPERIENCE OF SHARES OF CLASS
------------ -------- ---------- ------------------------------------- ------------ -----------
Daniel Bernstein, 43 ......... 1986 1998 President (June 1992 to Present) of 237,153(D) 4.7%
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)(B).
3
SHARES BENEFICIALLY OWNED
AS OF APRIL 1, 1997(A)
----------------------------
DIRECTOR EXPIRATION NUMBER PERCENT
NAME AND AGE SINCE OF TERM BUSINESS EXPERIENCE OF SHARES OF CLASS
------------ -------- ---------- ------------------------------------- ------------ -----------
Elliot Bernstein, 73 ......... 1949 1999 Chairman of the Board (June 1992 to 512,931(E) 10.1%
Present) and Chief Executive
Officer of the Company; President
of the Company (prior years to June
1992)(B)
Peter Gilbert, 49 ............ 1987 1998 President and Chief Executive 200 *
Officer of The Gilbert
Manufacturing Company, a division
of Larsdale, Inc., Boston,
Massachusetts (manufacturer of
electrical components).
John S. Johnson, 67 .......... 1996 1998 Independent consultant (April 1993 2,500 *
to Present) for various companies,
including the Company (during
1995); Corporate Controller of AVX
Corporation (manufacturer of
electronic components) (1978 to
March 1993).
Robert H. Simandl, 68 ........ 1967 1999 Secretary of the Company; 5,170(F) *
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).
- -------------
(A) There were 5,073,195 shares of Common Stock outstanding as of April 1,
1997.
(B) Messrs. Elliot and Howard B. Bernstein are brothers. Daniel Bernstein
is Elliot Bernstein's son and Howard B. Bernstein's nephew.
(C) Includes 500 shares held of record by Howard Bernstein's wife. Mr.
Bernstein disclaims beneficial ownership of these shares.
(D) Includes 10,000 shares which may be acquired by Daniel Bernstein on or
before May 30, 1997 upon the exercise of stock options and 23,000 shares
held by Daniel Bernstein as trustee for his children. Also includes 3,154
shares allocated to Daniel Bernstein in the Company's 401(k) Plan over
which he has voting but no investment power.
(E) Includes 10,000 shares which may be acquired by Elliot Bernstein on or
before May 30, 1997 upon the exercise of stock options, 26,800 shares held
of record by Elliot Bernstein's wife and 28,600 shares owned by a
not-for-profit foundation of which Mr. Bernstein is President and Trustee.
Also includes an aggregate of 4,111 shares allocated to Elliot Bernstein in
the Company's Far East Retirement Plan over which he has voting but no
investment power.
4
(F) Includes 4,400 shares held of record by Mr. Simandl's wife.
* Shares constitute less than one percent of the shares of Common Stock
outstanding.
The current executive officers and directors of Bel as a group (11 persons)
beneficially owned 1,070,499 shares of Common Stock (or 20.1% of the outstanding
shares of Common Stock) as of April 1, 1997, including 25,000 shares which may
be acquired on or before May 30, 1997 upon the exercise of stock options and
17,897 shares allocated in the Company's 401(k) Plan and Far East Retirement
Plan over which they have voting but no investment power.
Of the shares of Common Stock beneficially owned by the Company's Named
Officers (as defined below), the tables above present information regarding the
beneficial ownership of the Company's Chairman of the Board and Chief Executive
Officer (Mr. Elliot Bernstein) and President (Mr. Daniel Bernstein). The other
Named Officers beneficially owned the following number of shares as of April 1,
1997, all of which constituted less than one percent of the shares of Common
Stock outstanding: Arnold Sutta, 7,993 shares, including 5,180 shares allocated
to Mr. Sutta in the Company's 401(k) Plan over which he has voting but no
investment power; Colin Dunn, 5,254 shares, representing 3,750 shares which may
be acquired by Mr. Dunn on or before May 30, 1997 upon the exercise of stock
options and 1,504 shares allocated to Mr. Dunn in the Company's 401(k) Plan over
which he has voting but no investment power; and Joseph Meccariello, 2,652
shares, representing 1,250 shares which may be acquired by Mr. Meccariello on or
before May 30, 1997 upon the exercise of stock options and 1,402 shares
allocated to Mr. Meccariello in the Company's 401(k) Plan and Far East
Retirement Plan over which he has voting but no investment power.
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 10% shareholders to file with the Securities
and Exchange Commission certain reports regarding such persons' ownership of the
Company's securities. The Company is obligated to disclose any failures to file
such reports on a timely basis. One report was filed late with the Commission
with respect to a gift by Elliot Bernstein of 8,500 shares. This late filing was
inadvertent, and the required filing was made promptly after noting the failure
to file.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1994, 1995 and 1996, 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 1996 (the "Named Officers"):
5
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION --------------------
---------------------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS/SARS(#) COMPENSATION(B)
--------------------------- ---- ------ ----- -------- --------------------- --------------
Elliot Bernstein .................... 1996 $350,000 $ -- $ -- -- $30,756
Chairman and Chief 1995 350,000 -- -- -- 32,621
Executive Officer 1994 350,000 -- -- 20,000 31,756
Daniel Bernstein .................... 1996 148,704 75,000 -- -- 8,850
President 1995 138,800 10,769 -- -- 8,873
1994 110,080 1,284 -- 20,000 10,677
Arnold Sutta ........................ 1996 121,895 9,420 -- 10,000 4,328
Vice President 1995 116,099 8,971 -- -- 4,118
1994 111,641 1,294 -- -- 6,728
Colin Dunn .......................... 1996 134,204 20,269 -- -- 5,023
Vice President and 1995 117,776 9,152 -- -- 4,193
Treasurer 1994 113,200 1,320 -- 15,000 5,720
Joseph Meccariello .................. 1996 119,615 20,004 97,957 -- 8,374
Vice President 1995 104,410 7,012 97,025 -- 7,312
1994(C) 96,586 1,236 70,828 5,000 6,763
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(A) 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 $97,957, $97,025 and $70,828, during 1996, 1995 and 1994, respectively.
(B) Compensation reported under this column for 1996 includes: (i)
contributions of $24,500 for Elliot Bernstein and $8,374 for Joseph
Meccariello to the Company's Far East Retirement Plan and contributions of
$4,850, $4,328 and $5,023, respectively, for Daniel Bernstein, Arnold Sutta
and Colin Dunn, respectively, to the Company's 401(k) Plan, to match 1996
pre-tax elective deferral contributions (included under "Salary ") made by
each Named Officer to such Plans, such contributions being made in shares
of the Company's Common Stock, (ii) $4,000 paid to each of Elliot Bernstein
and Daniel Bernstein as directors' fees, and (iii) $2,256 paid by the
Company as a premium for term life insurance for Elliot Bernstein.
(C) The table above presents information regarding Joseph Meccariello
throughout 1994, including the period during which he was not an executive
officer of the Company.
6
STOCK OPTION GRANTS
The Company maintains a Stock Option Plan (the "Option Plan") for
employees. The options granted under the Option Plan generally have terms of
five years and terminate at or within a specified period of time after the
optionee's employment with the Company ends. Options are exercisable in
installments determined at the date of grant. The following table contains
information regarding the grant of stock options under the Option Plan to Arnold
Sutta, the only Named Officer who received a stock option grant during the year
ended December 31, 1996:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (A)
OPTIONS/SARS EMPLOYEES BASE PRICE EXPIRATION ------------------------
NAME GRANTED(#) IN 1996 ($/SH.) DATE 5%($) 10%($)
---- ------------ ---------------- ----------- ----------- ----- ------
Arnold Sutta 10,000 14.1% $14.00 3/10/2001 $38,700 $85,500
- --------------
(A) Amounts represent hypothetical gains that could be achieved if the
listed options were exercised at the end of the option term. These
gains are based on assumed rates of stock price appreciation of 5% and
10%, compounded annually from the date the options were granted to
their expiration date, based upon the fair market value of the Common
Stock as of the date the options were granted. Actual gains, if any, on
stock option exercises and Common Stock holdings are dependent upon the
future performance of the Company and overall financial market
conditions. There can be no assurance that amounts reflected in this
table will be achieved.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information regarding stock option exercises
by the Named Officers during the year ended December 31, 1996, 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, 1996. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and $14.125, the closing sale price of
the Company's Common Stock on December 31, 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF UNEXERCISED
COMMON VALUE REALIZED NUMBER OF SECURITIES IN-THE-MONEY
SHARES (MARKET PRICE UNDERLYING UNEXERCISED OPTIONS/SARS
ACQUIRED ON EXERCISE OPTIONS/SARS AT YEAR-END(#) AT YEAR-END($)
ON DATE LESS --------------------------- --------------------------
NAME EXERCISE(#) EXERCISE PRICE)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------------ ----------- ------------- ----------- -------------
Elliot Bernstein ......................... -- -- 10,000 10,000 64,250 64,250
Daniel Bernstein ......................... -- -- 10,000 10,000 64,250 64,250
Arnold Sutta ............................. -- -- -- 10,000 -- 1,250
Colin Dunn ............................... 3,750 45,937 3,750 7,500 26,719 53,430
Joseph Meccariello ....................... -- -- 1,250 2,500 9,531 19,663
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 1996, the Board held four meetings.
7
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; 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 1996, the Executive Committee and the Compensation Committee
each held one meeting and the Audit Committee held two meetings.
All directors of the Company's foreign subsidiaries receive an annual fee
of $4,000. In 1996, 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
will not receive directors' fees otherwise payable to directors of the Company,
but will 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 1996, fees received by Mr. Johnson for such
services were not material.
8
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1991 in (i) Bel's
Common Stock, (ii) the NASDAQ Stock Index, and (iii) 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
would increase or decrease in value over time, based on dividends and increases
or decreases in market prices.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
BEL FUSE INC.
Prepared by the Center for Research in Security Prices
Produced on 01/22/97 including data to 12/31/96
SYMBOL CRSP TOTAL RETURNS INDEX FOR:
- ------ -----------------------------
- ------ J BEL FUSE INC.
* L Nasdaq Stock Market (US Companies)
====== Y Nasdaq Electronic Components Stocks
SIC 3670-3679 US & Foreign
[GRAPHICAL REPRESENTATION OF DATA TABLE BELOW]
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 12/31/91.
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
1996 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 five
years that the Chief Executive Officer's salary would not be increased. The
salary of Daniel Bernstein, President of the Company, was raised during 1995 and
1996 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 1996 as a result of his performance. In establishing Daniel
Bernstein's salary and bonus for 1996, 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 1996
and the salaries of the other Named Officers were increased in 1996 as a result
of their performance.
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 the fact that all options granted to Mr. Sutta in prior years
had been exercised, the Company granted Mr. Sutta a new option in 1996. No stock
options were granted to the other Named Officers during 1996, in light of the
outstanding options previously granted to such persons.
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
are made in shares of Bel's Common Stock. 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
Robert H. Simandl served as a member of the Compensation Committee of the
Company's Board of Directors during 1996. 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 1996 were not material. The Company will retain Mr. Simandl in
1997.
Daniel Bernstein served as a member of the Compensation Committee of the
Company's Board of Directors during 1996, although 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, 1997. 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 29, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996,
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 29, 1997
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 29,
1997, 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: ____________________ , 1997
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.
