As filed with the Securities and Exchange Commission on May 30, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEL FUSE INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1463699
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
206 VAN VORST STREET, JERSEY CITY, NEW JERSEY 07302
---------------------------------------------------
(Address of principal executive offices; zip code)
BEL FUSE INC. 2002 EQUITY COMPENSATION PROGRAM
----------------------------------------------
(Full title of the plan)
DANIEL BERNSTEIN
PRESIDENT
BEL FUSE INC.
206 VAN VORST STREET, JERSEY CITY, NEW JERSEY 07302
(201) 432-0463
---------------------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
with a copy to:
LAURA R. KUNTZ, ESQ.
LOWENSTEIN SANDLER PC
65 LIVINGSTON AVENUE
ROSELAND, NEW JERSEY 07068
(973) 597-2500
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Unit (2) Offering Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Class B Common Stock,
par value $.10 per share 1,000,000 shares (1) $26.06 $26,060,000 $2,398
======================================================================================================================
(1) Plus such additional shares of Class B Common Stock as may be issuable
pursuant to the anti-dilution provisions of the 2002 Equity Compensation
Program.
(2) Pursuant to Rule 457, the proposed maximum offering price per share is
estimated solely for the purpose of computing the amount of the
registration fee and is based on the average of the high and low sales
price of the Class B Common Stock of the registrant reported on the
National Market System of the National Association of Securities Dealers
Automated Quotation System on May 28, 2002.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Bel Fuse Inc. (the "Company") with the
Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 2001;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002;
(c) the description of the Class B Common Stock of the Company contained in
the Company's Form 8-A declared effective by the SEC on July 7, 1998; and
(d) the Company's 2002 definitive proxy statement on Schedule 14A filed
with the SEC on April 23, 2002.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act (the "Act") empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a corporate
agent (i.e., a director,
-2-
officer, employee or agent of the corporation or a director, officer, trustee,
employee or agent of another related corporation or enterprise), against
reasonable costs (including attorneys' fees), judgments, fines, penalties and
amounts paid in settlement incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal proceedings, had no reasonable
cause to believe that such conduct was unlawful.
Subsection (3) of Section 3-5 of the Act empowers a corporation to
indemnify a corporate agent against reasonable costs (including attorneys' fees)
incurred by him in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves such corporate
agent by reason of the fact that he is or was a corporate agent if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Superior Court of New Jersey or the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Subsection (4) of Section 3-5 of the Act provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (2) and (3) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) incurred by him in connection therewith. Subsection
(8) of Section 3-5 provides that indemnification provided for by Section 3-5
shall not be deemed exclusive of any rights to which the indemnified party may
be entitled. Subsection (9) of Section 3-5 empowers a corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or expenses incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities and
expenses under Section 3-5.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify to the fullest extent permitted by the Act, and the
Company's by-laws provide that the Company shall indemnify to the fullest extent
permitted by the Act, every person who is or was a director or officer of the
Corporation, or any such person who serves or served in any similar capacity
with any other enterprise at the request of the Company, in connection with any
proceeding to which he may be made, or threatened to be made, a party, or in
which he may become involved by reason of his being or having been a director or
officer of the Company, or of serving or having served such other enterprise in
such capacity. The Company's Restated Certificate of Incorporation also provides
that the Company's directors and senior officers are not personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty, except for liability in connection with a breach of duty of loyalty, for
acts or omissions not in good faith or any transaction in which such person has
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-3-
ITEM 8. EXHIBITS.
4.1 Registrant's Restated Certificate of Incorporation, as amended, is
incorporated by reference to Exhibit 3.1 of Registrant's Annual Report on Form
10-K for the year ended December 31, 1999.
4.2 By-laws, as amended, are hereby incorporated by reference to Exhibit
4.2 of the Company's Registration Statement on Form S-2 (Registration No.
33-16703) filed with the Securities and Exchange Commission on August 25, 1987.
5.1 Opinion of Lowenstein Sandler PC.
23.1 Independent Auditors' Consent (Deloitte & Touche LLP)
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that Paragraphs (A)(1)(a) and (A)(1)(b) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
-4-
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(B) The undersigned registrant undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jersey City, State of New Jersey, on the 29th day of
May, 2002.
BEL FUSE INC.
By: /s/ DANIEL BERNSTEIN
---------------------------
Daniel Bernstein, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ DANIEL BERNSTEIN President, Chief Executive May 29, 2002
- --------------------- Officer and Director
Daniel Bernstein
* Director May 29, 2002
- ---------------------
Peter Gilbert
* Director May 29, 2002
- ---------------------
John S. Johnson
* Director May 29, 2002
- ---------------------
Howard Bernstein
* Director May 29, 2002
- ---------------------
John F. Tweedy
* Director May 29, 2002
- ---------------------
Robert H. Simandl
/s/ COLIN DUNN Vice President of Finance and May 29, 2002
- --------------------- Chief Financial Officer
Colin Dunn
*By: /s/ DANIEL BERNSTEIN
--------------------
Daniel Bernstein,
Attorney-in-Fact
-6-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Registrant's Restated Certificate of Incorporation
(incorporated by reference)
4.2 By-laws (incorporated by reference)
5.1 Opinion of Lowenstein Sandler PC
23.1 Independent Auditors' Consent (Deloitte & Touche LLP)
23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1
24.1 Power of Attorney
-7-
EXHIBIT 5.1
May 29, 2002
Bel Fuse Inc.
198 Van Vorst Street
Jersey City, NJ 07302
Gentlemen:
You have requested our opinion in connection with the registration with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of 1,000,000 shares of Class B Common Stock, par value $.10 per
share ("Class B Common Stock"), of Bel Fuse Inc. (the "Company") on a
registration statement on Form S-8 (the "Registration Statement'). The shares of
Common Stock to which the Registration Statement relates are issuable pursuant
to the Company's 2002 Equity Compensation Program (the "Plan").
We have examined and relied upon originals or copies, authenticated or certified
to our satisfaction, of all such corporate records of the Company,
communications or certifications of public officials, certificates of officers,
directors and representatives of the Company, and such other documents as we
have deemed relevant and necessary as the basis of the opinions expressed
herein. In making such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and relying upon statements of fact contained in the
documents which we have examined, we are of the opinion that the shares of Class
B Common Stock offered by the Company pursuant to the Plan, when registered
pursuant to the Act and paid for in full by the participants in accordance with
the Plan, will be, when issued, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto.
Very truly yours,
LOWENSTEIN SANDLER PC
By: /s/ LAURA R. KUNTZ
--------------------------------------
Laura R. Kuntz
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Bel Fuse Inc. on Form S-8 of our report dated March 13, 2002, appearing in the
Annual Report on Form 10-K of Bel Fuse Inc. for the year ended December 31,
2001.
/s/ Deloitte & Touche LLP
New York, New York
May 29, 2002
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Bel Fuse Inc. desire to
authorize Daniel Bernstein, Robert H. Simandl and Colin Dunn to act as their
attorneys-in-fact and agents, for the purpose of executing and filing a
registration statement on Form S-8, including all amendments thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel Bernstein, Robert H. Simandl and Colin
Dunn, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to sign a Registration Statement
on Form S-8 registering up to 1,000,000 shares of the Class B Common Stock of
Bel Fuse Inc. issuable pursuant to the Bel Fuse Inc. 2002 Equity Compensation
Program, including any and all amendments and supplements thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney in
the following capacities as of the 23rd day of May, 2002.
SIGNATURES TITLE
---------- -----
/s/ DANIEL BERNSTEIN President, Chief Executive Officer and
- ------------------------------- Director
Daniel Bernstein
/s/ PETER GILBERT Director
- -------------------------------
Peter Gilbert
/s/ JOHN S. JOHNSON Director
- -------------------------------
John S. Johnson
/s/ HOWARD BERNSTEIN Director
- -------------------------------
Howard Bernstein
/s/ JOHN F. TWEEDY Director
- -------------------------------
John F. Tweedy
/s/ ROBERT H. SIMANDL Director
- -------------------------------
Robert H. Simandl
/s/ COLIN DUNN Vice President of Finance and
- ------------------------------- Chief Financial Officer
Colin Dunn