View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __ )*
BEL FUSE INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
077347201
- --------------------------------------------------------------------------------
(CUSIP Number)
LAURA R. KUNTZ, ESQ.
LOWENSTEIN SANDLER PC
65 LIVINGSTON AVENUE, ROSELAND, NJ 07068
973-597-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
OCTOBER 9, 2001
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 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 Rule 13d-7 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 the
disclosures provided in a prior cover page.
The information required in 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.)
CUSIP NO. 077347201
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DANIEL BERNSTEIN
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 134,799*
--------------------------------------------------
SHARES (8) SHARED VOTING POWER
-0-
BENEFICIALLY
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
OWNED BY 134,799*
--------------------------------------------------
EACH REPORTING (10) SHARED DISPOSITIVE POWER
-0-
PERSON WITH
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,799
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* INCLUDES 18,750 SHARES ISSUABLE UPON EXERCISE OF STOCK OPTIONS WHICH ARE
EXERCISABLE ON OR BEFORE MARCH 1, 2002, 11,500 SHARES HELD AS CUSTODIAN FOR MR.
BERNSTEIN'S CHILDREN AND 1,550 SHARES HELD BY A 401(K) PLAN.
ITEM 1. SECURITY AND ISSUER
Class A Common Stock, par value $0.10 per share ("Class A Common Stock")
Bel Fuse Inc. (the "Issuer")
206 Van Vorst Street
Jersey City, New Jersey 07302
ITEM 2. IDENTITY AND BACKGROUND
(a-b) This Schedule 13D is filed on behalf of Daniel Bernstein. Mr.
Bernstein's business address is c/o Bel Fuse Inc., 206 Van Vorst
Street, Jersey City, New Jersey 07302.
(c) Mr. Bernstein's present principal occupation is President of the
Issuer. The address of the Issuer is stated above.
(d-e) During the past five years, Mr. Bernstein has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has Mr. Bernstein been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is 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.
(f) Mr. Bernstein is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule 13D is filed to report Mr. Bernstein's ownership of 5% of the
Issuer's Class A Common Stock, which occurred as a result of the vesting of
certain stock options on October 9, 2001. This Schedule 13D also reflects the
recapitalization of the Issuer. Each share of the Issuer's Common Stock was
reclassified as one-half share of Class A Common Stock and one-half share of
Class B Common Stock effective July 9, 1998. A more complete description of the
recapitalization is set forth under the caption "Proposal Three - The
Recapitalization Proposal" in the Issuer's 1998 Proxy Statement on Schedule 14A
filed with the Commission which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3.
Mr. Bernstein has no present plans or proposals of the type set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D, other than the
Shareholders Agreement described in response to Item 6. Mr. Bernstein may, from
time to time, purchase additional shares of Class A Common Stock or dispose of
all or a portion of
the shares of Class A Common Stock beneficially owned by him, either in the open
market or in privately negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of December 31, 2001, there were 2,664,637 shares of Class A Common
Stock issued and outstanding. As of that same date, Mr. Bernstein
beneficially owned 134,799 shares of Class A Common Stock (including 18,750
shares covered by stock options, 11,500 shares held as custodian for his
children and 1,550 shares held by a 401(k) Plan), or 5.0% of the total
outstanding shares of Class A Common Stock.
(b) Mr. Bernstein has sole power to vote, or to direct the vote, and sole power
to dispose, or to direct the disposition, with respect to 134,799 shares of
Class A Common Stock (including 18,750 shares covered by stock options,
11,500 shares held as custodian for his children and 1,550 shares held by a
401(k) Plan). See also the response to Item 6, which describes a
Shareholders Agreement covering 75,000 shares of Class A Common Stock and
225,000 shares of Class B Common Stock owned by Daniel Bernstein.
(c) Mr. Bernstein effected no transactions in Class A Common Stock during the
past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Daniel Bernstein and his brother Alexander Bernstein are parties to a
Shareholders Agreement (the "Agreement") pertaining to 75,000 shares of Bel Fuse
Inc. Class A Common Stock and 225,000 shares of Bel Fuse Inc. Class B Common
Stock owned by each of them. Pursuant to the Agreement, each of them has agreed
that he will not, without the other's consent, dispose of such shares (except in
limited circumstances to certain family members and upon death), that each of
them has a right of first refusal with respect to the other's 75,000 shares of
Class A Common Stock and 225,000 shares of Class B Common Stock in the event
that the other wishes to dispose of such shares, that any shares purchased upon
the exercise of such right of first refusal shall be held for at least six
months and that in voting the 75,000 shares of Class A Common Stock owned by
each of them in connection with an action which could result in a change in
control (as defined) of Bel Fuse Inc., each such shareholder will vote his
75,000 shares of Class A Common Stock against such transaction or action, unless
both shareholders agree at the time the vote is to be taken to vote their
respective 75,000 shares of Class A Common Stock subject to the Agreement in
favor of such transaction. The Agreement provides that it will terminate on May
23, 2010
(unless renewed) and upon the second to die of Daniel Bernstein or Alexander
Bernstein. In addition, if either shareholder sells 75% or more of his 75,000
shares of Class A Common Stock and 225,000 shares of Class B Common Stock to a
third party in accordance with the Agreement, then the other shareholder will
have the right to terminate the Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Shareholders Agreement is incorporated herein by reference to the
original Schedule 13D filed on January 22, 1991.
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.
FEBRUARY 13, 2002
--------------------------------------
(Date)
DANIEL BERNSTEIN
BY: /S/ LAURA R. KUNTZ
--------------------------------------
(Signature)
LAURA R. KUNTZ, ATTORNEY-IN-FACT**
--------------------------------------
(Name/Title)
** A POWER OF ATTORNEY WAS PREVIOUSLY FILED WITH THE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)