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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amending Part III to Include Information
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from___________ to___________
Commission File Number 0-11676
BEL FUSE INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1463699
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
198 VAN VORST STREET, JERSEY CITY, NEW JERSEY 07302
(201) 432-0463
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(Address and telephone number, including area code, of
registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.10 par value
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates as of March
15, 1998 was approximately $151,681,000 (based upon the closing sales price of
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Number of shares of Common Stock outstanding as of March 16, 1998:
2,608,959 Class A Common Stock; 2,608,009 Class B Common Stock.
Documents incorporated by reference: None.
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PART III
ITEM 10. DIRECTORS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT
The following table and biographical outlines set forth the directors
of the Company and a brief account of the business experience of each such
director for the past five years. Elliot Bernstein and Robert Simandl are
nominees for directors at Bel Fuse's 1999 annual meeting. If elected, their
terms will expire in 2002. Howard Bernstein's and John Tweedy's terms expire in
2000 and Daniel Bernstein's, Peter Gilbert's and John Johnson's terms expire
in 2001.
Director
Name Age Since Business Experience
- ------------------- --- -------- ----------------------------------
Elliot Bernstein 75 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)
Daniel Bernstein 45 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)
Howard B. Bernstein 73 1954 Retired
John F. Tweedy 53 1996 Director of Corporate Communica-
tions 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 of
Standard Microsystems Corp. (1988
to June 1993)
Robert H. Simandl 70 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
Simandl, Counselor of Law (prior
years).
ITEM 10. DIRECTORS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT (Continued)
Director
Name Age Since Business Experience
- ------------------- --- -------- ----------------------------------
Peter Gilbert 51 1987 President and Chief Executive
Officer of The Gilbert Manu-
facturing Company, a division of
Larsdale, Inc., Boston,
Massachusetts (manufacturer of
electrical components).
John S. Johnson 69 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)
Messrs. Elliot and Howard Bernstein are brothers. Daniel Bernstein is Elliot
Bernstein's son and Howard Bernstein's nephew.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, based solely on a review of such materials
as are required by the Securities and Exchange Commission, no officer, director
or beneficial holder of more than ten (10%) percent of the Company's issued and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange Commission any form or report, required to be filed pursuant to Section
16(a) of the Securities Exchange Act of 1934 during the year ended December 31,
1998, except that Joseph Meccariello (an executive officer of the Company)
failed to file on a timely basis two reports disclosing two separate
acquisitions of shares. These late filings were inadvertent, and the required
filings were made promptly after noting the failure to file.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1996, 1997 and 1998, 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 1998 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
Long-Term
Compensation Awards
Annual Compensation ---------------------
Name and ---------------------------------- Securities Underlying
Principal Position Year Salary Bonus Other Options/SARs (#) Compensation
- ------------------ ---- -------- -------- -------- --------------------- ------------
(A) (B)
Elliot Bernstein 1998 $350,000 $ -- $ -- 25,000 $30,756
Chairman and Chief 1997 350,000 -- -- -- 23,756
Executive Officer 1996 350,000 -- -- -- 30,756
Daniel Bernstein 1998 182,001 110,700 -- 25,000 9,810
President 1997 173,807 75,000 -- -- 11,849
1996 148,704 75,000 -- -- 8,850
Arnold Sutta 1998 150,747 29,305 -- -- 4,850
Vice President 1997 122,317 9,420 -- -- 4,397
1996 121,895 9,420 -- 10,000 4,328
Colin Dunn 1998 146,016 71,659 -- 15,000 4,730
Vice President 1997 142,074 20,769 -- -- 5,525
And Treasurer 1996 134,204 20,269 -- -- 5,023
Joseph Meccariello 1998 137,495 70,339 100,775 -- 9,622
Vice President 1997 132,290 31,200 100,906 10,000 6,611
1996 119,615 20,004 97,957 -- 8,374
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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 $100,775,
$100,906 and $97,957 during 1998, 1997 and 1996, respectively.
(B) Compensation reported under this column for 1998 includes: (i)
contributions of $24,500 for Elliot Bernstein and $9,622 for Joseph Meccariello
to the Company's Far East Retirement Plan and contributions of $5,810, $4,850
and $4,730, respectively, for Daniel Bernstein, Arnold Sutta and Colin Dunn,
respectively, to the Company's 401(k) Plan, to match 1998 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.
EMPLOYMENT AGREEMENT
The Company and Mr. Elliot 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 $350,000 per year. Mr. Bernstein will also
be entitled to receive those benefits which he is currently receiving, including
health care and insurance benefits. The employment agreement provides that if
Mr. Bernstein is disabled and cannot perform his duties under the agreement or
if he dies, the Company will continue to pay to Mr. Bernstein or his estate his
base salary for the balance of term in effect at the time of such termination.
The employment also contains non-competition provisions which extend during the
term of the agreement and for a period of one year following termination of
employment.
STOCK OPTION GRANTS
The Company maintains a Stock Option Plan (the "Plan") for employees.
The options granted under the Plan generally have terms of five years and
terminate at or within a specified period of time after the option's employment
with the Company ends. Options are exercisable in installments determined at the
date of grant. The following table contains information regarding the grant of
stock options under the Plan to Elliot Bernstein, Daniel Bernstein and Colin
Dunn, the only Named Officers who received a stock option grant during the year
ended December 31, 1998:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
------------------------------------------------------- Value at Assumed
Number of Percent of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise or For Option Term (3)
Options/SARs Employees Base Price Expiration ---------------------
Name Granted (#) in 1998 ($/sh.) Date 5% ($) 10% ($)
- ---------------- ------------ ---------------- ----------- ---------- -------- ---------
Elliot Bernstein 25,000(1) 16.3% $12.625 10/9/2003 50,681 146,772
Daniel Bernstein 25,000(2) 16.3% 13.20 10/9/2003 52,884 153,153
Colin Dunn 13,250(1) 8.6% 11.50 10/9/2003 42,098 93,026
Colin Dunn 1,750(2) 1.1% 12.00 10/9/2003 5,802 12,821
- ----------
(1) The underlying securities are Class B Common Stock.
(2) The underlying securities are Class A Common Stock.
(3) 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 Class A Common Stock or Class B Common Stock as of the
date the options were granted. Actual gains, if any, on stock option exercises
and 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, 1998,
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, 1998. Also
reported are the values for "in-the-money" options, which represent the positive
spread between the exercise price of existing options and either $40.00 or
$34.375, the closing sale price of the Company's Class A Common Stock or Class B
Common Stock, respectively on December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Value Bumber of
Shares of Realized Class A/Class B
Class A/ (Market Price Number of Securities Value of
Class B on Exercise Underlying Unexercised Unexercised In-The-Money
Common Shares Date Less Options/SARs at Year End (#) Options/SARs at Year-End ($)
Acquired on Exercise --------------------------- -----------------------------
Name Exercise (#) Price)($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ------------- ------------- ----------- ------------- ----------- -------------
Elliot Bernstein -- -- 10,000/ --/ 589,750 543,125
10,000 25,000
Daniel Bernstein 7,500/ 332,625 2,500/ 25,000/ 150,857 670,000
7,500 2,500
Arnold Sutta 1,250/ 32,500 -- 2,500/ -- 115,937
1,250 2,500
Colin Dunn 1,875/ 63,750 1,875/ 1,750/ 113,203 352,094
1,875 1,875 13,250
Joseph Meccariello 1,875/ 67,187 -- 3,750/ -- 179,530
1,875 3,750
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(1) This table has been adjusted to reflect the reclassification of the
Company's old Common Stock as one-half share of Class A Common Stock and
one-half share of Class B Common Stock effective July 9, 1998 (the
"Reclassification"). All options exercises by the Named Officers during 1998
were completed prior to Reclassification. As a result, the shares acquired on
exercise were actually shares of the Company's old Common Stock.
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 1998. 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 1998 were not material. The Company will retain Mr. Simandl
in 1999.
Daniel Bernstein served as a member of the Compensation Committee of
the Company's Board of Directors during 1998, 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.
COMPENSATION OF DIRECTORS
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 1998, the Board held five 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 1998, the Executive Committee held one meeting and the Audit
and Compensation Committees each held two meetings.
In 1998, 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 1998, 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 1998, see "Compensation Committee Interlocks and Insider
Participation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of
Bel Fuse's Class A Common Stock and Class B Common Stock as of April 1, 1999 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, 1999.
Aggregate Number of Shares Beneficially Owned (1)
-------------------------------------------------
Class A Common Stock Class B Common Stock
---------------------- ----------------------
Name of Number Percent Number Percent
Beneficial of of Shares of of Shares
Owner Shares Outstanding Shares Outstanding
- ------------------------- ------- ----------- ------- -----------
Daniel Bernstein (2) 117,537 4.5 117,537 4.5
Elliot Bernstein (3) 248,474 9.5 244,882 9.4
Howard B. Bernstein (4) 140,250 5.4 140,250 5.4
Colin Dunn (5) 1,143 * 1,143 *
Peter Gilbert 500 * 500 *
John S. Johnson (6) 1,900 * 4,200 .2
Joseph Meccariello (7) 1,432 * 1,292 *
Robert H. Simandl (8) 1,585 * 1,585 *
Arnold Sutta (9) 5,411 .2 5,411 .2
John F. Tweedy 250 * 250 *
All directors, nominees
and executive officers as
a group, including those
above 11 persons (10) 521,137 20.0 520,204 19.9
- ----------
(1) As of April 1, 1999, there were 2,610,509 and 2,619,881 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) 2.500 shares which may be acquired by him on or before May 31, 1999
upon the exercise of stock options, (ii) 12,500 shares held by Mr. Bernstein as
trustee for his children and (iii) 1,538 shares allocated to Mr. Bernstein 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 Daniel Bernstein include
(i) 2,500 shares which may be acquired by him on or before May 31, 1999 upon the
exercise of stock options, (ii) 12,500 shares hold by Mr. Bernstein as trustee
for his children, and (iii) 1,538 shares allocated to Mr. Bernstein in the
Company's 401(k) Plan over which he has no voting or investment power.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued)
(3) The shares of Class A Common Stock beneficially owned by Elliot Bernstein
includes: (i) 10,000 shares which my be acquired by him on or before May 31,
1999 upon the exercise of stock options, (ii) 13,400 shares held of record by
Mr. Bernstein's wife, (iii) 18,800 shares owned by a non-for-profit foundation
of which Mr. Bernstein is President and Trustee, (iv) 100,000 shares owned by a
family partnership of which Mr. Bernstein is the general partner and (v) 1,114
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) 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) 100,000 shares owned by a family partnership of which Mr. Bernstein is the
general partner and (iv) 1,552 shares allocated to Mr. Bernstein in the Far East
Plan over which he has no voting or investment power.
(4) The shares of Company beneficially owned by Howard B. Bernstein include 250
shares each of Class A Common Stock and Class B Common Stock held of record by
Mr. Bernstein's wife. Mr. Bernstein disclaims beneficial ownership of these
shares.
(5) All shares of the Company's Class A Common Stock and Class B Common Stock
beneficially owned by Mr. Dunn are allocated to him 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.
(6) The shares of the Company beneficially owned by Mr. Johnson include 250
shares and 450 shares, respectively, of Class A Common Stock an 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
include 307 shares allocated to him in the Far East Plan over which he has
voting but no investment power. The shares of Class B Common Stock beneficially
owned by Mr. Meccariello include 360 shares held of record by Mr. Meccariello's
wife and 307 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 each of Class A Common Stock and 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) 1,405
shares each of Class A Common Stock and 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, and (ii) 2,500 shares each of Class
A Common Stock and Class B Common Stock which may be acquired by him on or
before May 31, 1999 upon the exercise of stock options.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued)
(10) Includes 15,000 shares each of Class A Common Stock and Class B Common
Stock which may be acquired on or before May 31, 1999 upon the exercise of stock
options and 6,787 and 7,194 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
and Class B Common Stock outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this amendment to the Company's Report on Form 10-K has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
BEL FUSE, INC.
BY:/s/ Daniel Bernstein
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Daniel Bernstein, President
Dated: April 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Elliot Bernstein Chairman of the Board
- ----------------------- and Director (Principal April 29, 1999
Elliot Bernstein Executive Officer)
/s/ Daniel Bernstein President, (Principal
- ----------------------- Financial and Accounting April 29, 1999
Daniel Bernstein Officer) and Director
/s/ Howard B. Bernstein Director April 29, 1999
- -----------------------
Howard B. Bernstein
/s/ Robert H. Simandl Director April 29, 1999
- -----------------------
Robert H. Simandl
/s/ Peter Gilbert Director April 29, 1999
- -----------------------
Peter Gilbert
/s/ John Tweedy Director April 29, 1999
- -----------------------
John Tweedy
/s/ John Johnson Director April 29, 1999
- -----------------------
John Johnson
