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]
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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 Sheraton Newark Airport, 128 Frontage Road, Newark, New
Jersey 07114, on Friday, June 11, 1999 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 May 7, 1999 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
May 11, 1999
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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
Sheraton Newark Airport, 128 Frontage Road, Newark, New Jersey 07114 on Friday,
June 11, 1999 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 May 11, 1999. 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
May 7, 1999 (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 2,612,322 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, 1998.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
------------------- ----------------------- ----------
Dimensional Fund Advisors, Inc. ........... 194,050 (1) 7.5%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
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(1) Dimensional, a registered investment advisor, is deemed to have beneficial
ownership of 194,050 shares of Bel's Class A Common Stock as of December
31, 1998, 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.
2000 ANNUAL MEETING; NOMINATIONS
Shareholders intending to present proposals at the 2000 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
January 11, 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 27, 2000 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, 1999 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 2002 ANNUAL MEETING
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).
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 H. Simandl,
Counselor of Law (prior
years).
DIRECTORS WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- -------- --------------------
Howard B. Bernstein* .... 73 1954 Retired.
John F. Tweedy .......... 53 1996 Director of Public Relations of
GlobeSpan Semiconductor Inc.
(supplier of semiconductor
integrated circuit products)
(January 1999 to present);
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* ...... 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).
3
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- -------- --------------------
Peter Gilbert .......... 51 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 ........ 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 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, 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
---------------------------- --------------------------------
PERCENT OF PERCENT OF
OUTSTANDING OUTSTANDING
NO. OF SHARES SHARES NO. OF SHARES SHARES
------------- ----------- ------------- -----------
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 * 3,018 .1
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 * 750 *
All directors, nominees and executive officers
as a group, including those above
11 persons) (10) ............................................ 521,137 19.9 522,079 19.8
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(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
4
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 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 no voting or investment power.
(3) The shares of Class A Common Stock beneficially owned by Elliot Bernstein
include: (i) 10,000 shares which may 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 the 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 1,143 shares of the
Company's 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 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
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 (i) 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.
(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 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 1998 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 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.
SUMMARY OF CASH AND CERTAIN OTHER 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 ---------------------
--------------------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) OPTIONS/SARS(#) COMPENSATION(2)
- --------------------------- ---- -------- ------- ---------- --------------- ---------------
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 and 1997 142,074 20,769 -- -- 5,525
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
- ----------
(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 $100,775, $100,906, and $97,957 during 1998, 1997 and 1996,
respectively.
(2) 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 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.
6
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 $350,000 per year. Mr. Bernstein will also
be entitled to receive those benefits which he is currently receiving, including
health care and insurance benefits. The employment agreement provides that if
Mr. Bernstein is disabled and cannot perform his duties under the agreement or
if he dies, the Company will continue to pay to Mr. Bernstein or his estate his
base salary for the balance of the term in effect at the time of such
termination. The employment agreement also contains non-competition provisions
which extend during the term of the agreement and for a period of one year
following termination of employment.
STOCK OPTION GRANTS
The Company maintains a Stock Option Plan (the "Plan") for employees. The
options granted under the Plan generally have terms of five years and terminate
at or within a specified period of time after the optionee's employment with the
Company ends. Options are exercisable in installments determined at the date of
grant. The following table contains information regarding the grant of stock
options under the Plan to Elliot Bernstein, Daniel Bernstein and Colin Dunn, the
only Named Officers who received stock option grants during the year ended
December 31, 1998:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (3)
OPTIONS/SARS EMPLOYEES BASE PRICE EXPIRATION ------------------------
NAME GRANTED (#) IN 1998 ($/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 $34.375, the closing
sale price of the Company's Class A Common Stock or Class B Common Stock,
respectively, on December 31, 1998.
7
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES (1)
NUMBER OF
SHARES OF CLASS A / CLASS B VALUE OF
CLASS A / VALUE REALIZED SECURITIES UNDERLYING UNEXERCISED
CLASS B (MARKET PRICE UNEXERCISED IN-THE-MONEY
STOCK ON EXERCISE OPTIONS/SARS AT YEAR-END(#) OPTIONS/SARS AT YEAR-END($)
ACQUIRED ON DATE LESS ---------------------------- ----------------------------
NAME EXERCISE(#) 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
- ----------
(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 option exercises by the Named Officers during 1998
were completed prior to the Reclassification. As a result, the shares
acquired on exercise were actually shares of the Company's old Common
Stock.
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 1998, 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 1998, the Executive Committee held one meeting, the Audit
Committee held two meetings and the Compensation Committee held one meeting.
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."
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,
1993 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
PERFORMANCE GRAPH FOR
BEL FUSE INC.
Prepared by the Center for Research in Security Prices
Produced on 01/20/99 including data to 12/31/98
[GRAPHICAL REPRESENTATION OF CHART]
[DATA POINTS]
-----------------------------------------------------
Nasdaq
Electronic
Nasdaq Components
Stock Market SIC 3670-3679
BEL FUSE INC. (US Companies) U.S. & Foreign
------------ ------------ --------------
12/31/93 1. 100.000 1. 100.000 1. 100.000
2. 100.000 2. 103.035 2. 105.285
3. 100.000 3. 102.073 3. 110.434
4. 82.352 4. 95.797 4. 105.668
5. 66.176 5. 94.553 5. 101.178
6. 73.529 6. 94.785 6. 100.999
7. 76.471 7. 91.318 7. 95.338
8. 72.059 8. 93.193 8. 95.583
9. 70.588 9. 99.135 9. 106.653
10. 77.941 10. 98.881 10. 106.208
11. 94.118 11. 100.824 11. 110.327
12. 85.294 12. 97.479 12. 109.385
13. 97.059 13. 97.752 13. 110.490
14. 104.412 14. 98.310 14. 114.606
15. 100.000 15. 103.509 15. 129.637
16. 100.000 16. 106.578 16. 133.276
17. 136.765 17. 109.936 17. 159.724
18. 132.353 18. 112.772 18. 172.649
19. 135.294 19. 121.911 19. 196.535
20. 151.471 20. 130.873 20. 216.932
21. 154.412 21. 133.526 21. 212.644
22. 144.118 22. 136.596 22. 217.752
23. 132.353 23. 135.807 23. 221.765
24. 133.823 24. 138.996 24. 201.712
25. 123.529 25. 138.256 25. 182.994
26. 139.706 26. 138.936 26. 182.940
27. 158.823 27. 144.244 27. 190.822
28. 216.176 28. 144.699 28. 181.854
29. 219.118 29. 156.700 29. 212.958
30. 189.706 30. 163.896 30. 226.117
31. 198.529 31. 156.508 31. 207.741
32. 113.235 32. 142.551 32. 201.234
33. 117.647 33. 150.538 33. 215.827
34. 141.176 34. 162.052 34. 251.810
35. 123.529 35. 160.261 35. 270.399
36. 147.059 36. 170.168 36. 313.603
37. 166.176 37. 170.015 37. 316.463
38. 175.000 38. 182.098 38. 376.631
39. 166.176 39. 172.026 39. 333.065
40. 142.647 40. 160.793 40. 318.923
41. 132.353 41. 165.820 41. 345.564
42. 160.294 42. 184.612 42. 357.099
43. 156.618 43. 190.266 43. 340.888
44. 189.706 44. 210.349 44. 427.900
45. 210.294 45. 210.028 45. 438.057
46. 223.529 46. 222.440 46. 442.677
47. 238.235 47. 210.924 47. 370.229
48. 230.147 48. 211.979 48. 368.486
49. 225.000 49. 208.580 49. 331.744
50. 258.088 50. 215.158 50. 369.038
51. 276.470 51. 235.360 51. 410.489
52. 269.117 52. 244.052 52. 364.796
53. 347.794 53. 248.196 53. 383.519
54. 314.706 54. 234.573 54. 334.110
55. 261.764 55. 251.119 55. 339.358
56. 211.048 56. 248.467 56. 367.275
57. 178.917 57. 199.752 57. 302.027
58. 181.389 58. 227.341 58. 352.868
59. 276.569 59. 236.632 59. 382.642
60. 305.734 60. 259.943 60. 457.096
12/31/98 61. 444.760 61. 293.209 61. 512.867
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 12/31/93.
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
1998 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 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 1998, 1997 and 1996 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 1998 and their salaries
were increased in 1998 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. Stock options were granted during 1998 to Elliot Bernstein, Daniel
Bernstein and Colin Dunn to reward their performance.
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 currently made in shares of Bel's Class B 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.
10
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 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 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.
Although Daniel Bernstein served as a member of the Compensation Committee
of the Company's Board of Directors during 1998, 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, 1999. 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: May 11, 1999
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998,
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
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BEL FUSE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
JUNE 11, 1999
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 June 11,
1999, 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: Elliot Bernstein and Robert H. Simandl
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)
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(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: ______________________, 1999
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.
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