View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AULT INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
- --------------------------------------------------------------------------------
051503100
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Colin W. Dunn, Vice President and Treasurer Peter H. Ehrenberg, Esq.
Bel Fuse Inc. Lowenstein Sandler PC
198 Van Vorst Street 65 Livingston Avenue
Jersey City, New Jersey 07302 Roseland, New Jersey 07068
(201) 432-0463 (973) 597-2350
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 2, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Bel Fuse Inc. 22-1463699
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] (b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ]
________________________________________________________________________________
6) Citizenship or Place of Organization: New Jersey
________________________________________________________________________________
Number of 7) Sole Voting Power: 249,900
-----------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 249,900
-----------------------------------
Person With: 10) Shared Dispositive Power: 0
------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 249,900
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 5.7%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): CO
________________________________________________________________________________
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the
shares of Common Stock, no par value (the "Common Stock"), of Ault Incorporated
(the "Company") whose principal executive offices are located at 7105 Northland
Terrace, Minneapolis, Minnesota 55428-1028.
Item 2. Identity and Background.
Bel Fuse Inc. ("Bel Fuse") is a corporation organized under the laws
of the State of New Jersey. Bel Fuse is engaged in the design, manufacture and
sale of products used in networking, telecommunication, automotive and consumer
electronic applications. Bel Fuse maintains its principal executive offices at
198 Van Vorst Street, Jersey City, New Jersey 07302. Attached is an appendix to
Item 2 setting forth the name, present principal occupation or employment, the
current business address and citizenship of each director and executive officer
of Bel Fuse.
Neither Bel Fuse nor, to the best of its knowledge, any of its
directors or executive officers has ever been convicted in any criminal
proceeding, nor has been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
such entity or person was or is now subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In a series of transactions from August 17, 1999 through September 2,
1999, Bel Fuse, through its wholly-owned subsidiary, Bel Ventures Inc. ("Bel
Ventures"), acquired an aggregate of 249,900 shares of Common Stock of the
Company through open-market purchases. Bel Fuse paid an aggregate of
approximately $1,353,396 (which amount includes the cost of commissions) for the
shares of Common Stock of the Company out of the working capital of Bel
Ventures. The respective dates of acquisition of the shares of Common Stock, the
amount of shares of Common Stock purchased in each such acquisition, and the
purchase price per share with respect to each such acquisition are set forth
below:
Date of Acquisition Number of Shares Purchased Price Per Share
August 17, 1999 101,000 $5.125
August 18, 1999 40,500 $5.50
August 19, 1999 9,500 $5.50
August 20, 1999 11,500 $5.50
August 31, 1999 54,500 $5.625
September 2, 1999 32,900 $5.50
Item 4. Purpose of Transaction.
Bel Fuse acquired the Common Stock for investment purposes, and except
as described below, Bel Fuse has no present plans or intentions which relate to
or would result in any of the transactions required to be described in Item 4 of
Schedule 13D.
Bel Fuse intends to closely evaluate the performance of the Common
Stock, including, but not limited to, the continued analysis and assessment of
the Company's business, assets, operations, financial condition, capital
structure, management and prospects. Depending upon the Company's financial
condition, results of operations, future prospects and other factors which Bel
Fuse deems relevant, Bel Fuse may, and hereby reserves the right to, (i) acquire
additional shares of Common Stock of the Company or sell the shares Bel Fuse
owns, (ii) communicate with other shareholders of the Company or persons who may
desire to become shareholders of the Company regarding the replacement of the
Company's executive officers, members of the Board of Directors of the Company,
and/or other matters regarding the management and operation of the Company,
(iii) seek the removal of one or more members of the Company's Board of
Directors and/or executive officers, (iv) seek to amend the Articles of
Incorporation or By-laws of the Company to increase the size of the Board of
Directors, elect one or more designees to fill any resulting vacancies,
facilitate the removal of one or more directors and/or executive officers of the
Company, and/or for any other purpose, (v) solicit proxies, to be used at either
the Company's regular annual meeting or at a special meeting, or consents in
lieu of any such meeting, for the purposes described in (iii) and/or (iv) above
or for the election of one or more nominees of Bel Fuse and/or such other
shareholders to the Board of Directors of the Company, (vi) seek to cause the
Company to merge with or into, consolidate with, transfer all or substantially
all of its assets to, or otherwise engage in any business combination with, one
or more other parties (whether or not affiliated with or otherwise related to
Bel Fuse), or (vii) take such other action as Bel Fuse may determine.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Annual Report on
Form 10-K for the fiscal year ended May 30, 1999, there were 4,383,787 shares of
Common Stock issued and outstanding as of August 4, 1999. As of September 2,
1999, Bel Fuse beneficially owned an aggregate of 249,900 shares of Common
Stock, or 5.7% of the issued and outstanding shares of Common Stock.
Bel Fuse has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of all 249,900 shares of Common
Stock beneficially owned by it.
Except as described in Item 3 of this Schedule 13D, during the past
sixty days, there were no transactions in the shares of Common Stock, or
securities convertible into or exchangeable for shares of Common Stock, by Bel
Fuse or any person or entity controlled by Bel Fuse or any person or entity for
which Bel Fuse possesses voting control over the securities thereof.
No other person is known by Bel Fuse to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock beneficially owned by Bel Fuse.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Bel Fuse and any
person or entity.
Item 7. Material to be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
September 11, 1999
BEL FUSE INC.
Name: /s/Colin W. Dunn
______________________________
Colin W. Dunn
Title: Vice President and Treasurer
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
APPENDIX TO ITEM 2
Name and Residence or Business Principal Employment and
Address* Position with Bel Fuse Inc. Principal Business of Employer
Elliot Bernstein** Executive Officer and Director Chairman of the Board and Chief
Executive Officer of Bel Fuse Inc.
Daniel Bernstein** Executive Officer and Director President of Bel Fuse Inc.
Howard B. Bernstein*** Director Retired
Colin W. Dunn** Executive Officer Vice President and Treasurer of Bel
Fuse Inc.
Arnold Sutta** Executive Officer Vice President of Sales of Bel Fuse
Inc.
Peter Christoffer** Executive Officer Vice President of Research and
Development of Bel Fuse Inc.
Joseph Meccariello** Executive Officer Vice President of Manufacturing of
Bel Fuse Inc.
John F. Tweedy**** Director Director of Public Relations of
Globespan Semiconductor Inc.
Robert H. Simandl***** Executive Officer and Director Secretary of Bel Fuse Inc.
Peter Gilbert****** Director President and Chief Executive Officer
of The Gilbert Manufacturing Company
John S. Johnson******* Director Independent Consultant for various
companies, including Bel Fuse Inc.
* All of the directors and executive officers of Bel Fuse Inc. are citizens
of the United States, except for Colin W. Dunn who is an Australian
citizen.
** Business address is Bel Fuse Inc., 198 Van Vorst Street, Jersey City, New
Jersey 07032.
*** Residence is 21 Big Beech Lane, Colts Neck, New Jersey 07722.
**** Business address is Globespan Semiconductor Inc., 100 Schulz Drive, Red
Bank, New Jersey 07701.
***** Business address is 24 North 3rd Avenue, Highland Park, New Jersey 08904.
****** Business address is Gilbert Manufacturing Co., 1107 Broadway, Suite 1310,
New York, New York 10010.
******* Residence is P.O. Box 1164, Queeche, Vermont 05059.