UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): May 11, 2005
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
|
New
Jersey |
0-11676
|
22-1463699 |
|
(State
or Other Jurisdiction |
(Commission
File Number) |
(IRS
Employer |
|
of
Incorporation) |
|
Identification
No.) |
206 Van Vorst Street, Jersey City, New Jersey 07302
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code (201) 432-0463
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act(17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other
Events.
On May
11, 2005, the Registrant sent a letter to the Board of Directors of Artesyn
Technologies, Inc. (“Artesyn”), expressing its disappointment with the recent
performance of Artesyn’s stock price and its continued frustration with
Artesyn’s unwillingness to meet with representatives of the Registrant to
explore the possible benefits of a strategic combination. The Registrant owns
2,037,500 shares of Artesyn’s common stock.
The
Registrant has issued a press release describing its letter to Artesyn’s Board
of Directors.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
99.1- Letter to Artesyn’s Board of Directors, dated May
12,
2005.
Exhibit
99.2- Press release, dated May
12,
2005.
-2-
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| BEL FUSE INC. | ||
| |
|
|
| By: | /s/ Colin Dunn | |
|
Name: Colin Dunn | ||
| Title: Vice President of Finance | ||
Dated:
May
12,
2005
-3-
EXHIBIT
INDEX
Exhibit
99.1- Letter to Artesyn’s Board of Directors, dated May
12,
2005.
Exhibit
99.2- Press release, dated May
12,
2005.
-4-
|
FOR
IMMEDIATE RELEASE |
Bel
Fuse Inc.
206
Van Vorst Street
Jersey
City, NJ 07302
www.belfuse.com
tel
201.432.0463
fax
201.432.9542
| ||
|
Investor
Contact:
Neil
Berkman Associates
(310)
277-5162
info@berkmanassociates.com |
Company
Contact:
Daniel
Bernstein
President
(201)
432-0463 | |||
Bel
Fuse Reports a Further Communication
With
Artesyn Technologies
JERSEY
CITY, NJ, May 12,
2005 . . . Bel
Fuse Inc. (NASDAQ: BELFA & NASDAQ: BELFB) today
announced that it has sent a further letter to the Board of Directors of
Artesyn
Technologies, Inc. (NASDAQ:ATSN)
reiterating Bel's current views regarding its holdings of Artesyn common
stock.
As
previously disclosed, Bel owns 2,037,500 shares of Artesyn's common stock. Based
on Artesyn's outstanding shares as of March 31, 2005, Bel's shares represent 5%
of Artesyn's outstanding common stock.
Bel's
letter expresses disappointment with the recent performance of Artesyn's stock
price, which closed at $6.57 on NASDAQ on May 11, 2005.
The
letter to the Artesyn Board also describes Bel's frustration over Artesyn's
continuing refusal to even meet with Bel to consider the possibilities of a
business combination between Artesyn and Bel.
Finally,
the letter indicates Bel's intention to either decrease the consideration
proposed to be paid by Bel or withdraw its proposal if Artesyn does not arrange
a meeting with Bel by June 3, 2005.
Daniel
Bernstein, President and CEO of Bel, commented: "I cannot understand Artesyn's
refusal to even commence a dialogue with us. I fail to see how Artesyn's
management and Artesyn's Board can be discharging their duties to the
shareholders of Artesyn when they refuse even to pick up the telephone and speak
on a substantive basis with us. We have made many requests to establish a
framework in which both parties can listen to each other. To date, such requests
have gone unanswered."
About
Bel
Bel
(www.belfuse.com) and its
subsidiaries are primarily engaged in the design, manufacture and sale of
products used in networking, telecommunications, high speed data transmission,
automotive and consumer electronics. Products include magnetics (discrete
components, power transformers and MagJack®s), modules (DC/DC converters,
integrated analog front end modules, custom designs), circuit protection
(miniature, micro and surface mount fuses) and interconnect devices (passive
jacks, plugs and cable assemblies). The Company operates facilities around the
world.
(more)
Bel
Fuse Reports a Further Communication With Artesyn
Technologies
May 12,
2005
Page
Two
Safe
Harbor Statement
The
non-historical statements in this press release constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on currently available competitive,
financial and economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently uncertain. Bel
cannot provide assurances that the proposal it has made to enter into a business
combination with Artesyn Technologies will be successfully completed nor that
Bel will realize the anticipated benefits of any such transaction. Actual
results may differ materially from those projected as a result of certain risks
and uncertainties, including but not limited to: achievement of the expected
annual savings and synergies from the proposed business combination; competitive
product and pricing pressures; any future legal proceedings, including any
litigation with respect to the proposal; as well as other risks and
uncertainties, including but not limited to those detailed herein and from time
to time in Bel's Securities and Exchange Commission filings.
Other
Information
If
Artesyn accepts the proposal that Bel has made to enter into a business
combination, it is expected that Artesyn and Bel will file a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. IF ARTESYN ACCEPTS BEL'S PROPOSAL AND SUCH A JOINT
PROXY STATEMENT/PROSPECTUS IS FILED, INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
PROPOSED TRANSACTION. Investors will be able to obtain any such filed documents
free of charge at the SEC's website (www.sec.gov). In addition, any documents
filed with the SEC by Bel with respect to the proposed transaction may be
obtained free of charge by writing to Bel Fuse Inc., 206 Van Vorst Street,
Jersey City, New Jersey 07032 (Attn: Investor Relations) or by calling
201-432-0463.
IF
ARTESYN ACCEPTS BEL'S PROPOSAL AND SUCH A JOINT PROXY STATEMENT/PROSPECTUS IS
FILED, INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN
IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION.
Bel and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Bel shareholders. If Artesyn accepts Bel's
proposal, Artesyn and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Artesyn shareholders.
Shareholders may obtain additional information regarding the interests of such
participants by reading the joint proxy statement/prospectus when it becomes
available.
Note:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Artesyn or Bel. Should any such offer be commenced, Bel will
file and deliver all forms, notices and documents required under state and
federal law.
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