UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Mark
One)
x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended September
30, 2006
or
o
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
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BEL
FUSE INC.
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(Exact
name of registrant as specified in its
charter)
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NEW
JERSEY
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22-1463699
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(State
of other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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206
Van Vorst Street
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Jersey
City, New Jersey
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07302
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(Address
of principal executive offices)
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(Zip
Code)
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(201)
432-0463
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(Registrant's
telephone number, including area
code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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 and 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.
x
Yes o
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-12 of the Exchange
Act.
o
Large
accelerated filer x
Accelerated
filer o
Non-accelerated
filer
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes x
No
At
November 1, 2006, there were 2,702,677 shares of Class A Common Stock, $0.10
par
value, outstanding and 9,149,165 shares of Class B Common Stock, $0.10 par
value, outstanding.
EXPLANATORY
NOTE
Bel
Fuse,
Inc. hereby amends its Quarterly Report on Form 10-Q, filed November 9, 2006,
solely for the purpose of inserting a date on the signature page of such report
and on each of the certifications filed with such report.
Amended
Signature Page:
SIGNATURES
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 thereunto
duly authorized.
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BEL
FUSE INC.
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By:
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/s/ Daniel
Bernstein
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Daniel
Bernstein, President and Chief Executive Officer
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By:
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/s/Colin
Dunn
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Colin
Dunn, Vice President of Finance
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Dated:
November 9, 2006
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this amendment to be signed on its behalf by the undersigned
thereunto duly authorized.
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BEL
FUSE INC.
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By:
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/s/ Daniel
Bernstein
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Daniel
Bernstein, President and Chief Executive Officer
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By:
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/s/Colin
Dunn
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Colin
Dunn, Vice President of Finance
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Dated:
November 13, 2006
Exhibit
31.1
CERTIFICATION
I,
Daniel
Bernstein, certify that:
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1.
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I
have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
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4.
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The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a -
15(f) and 15d - 15(f)) for the registrant and
have:
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a.
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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b.
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c.
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Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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d.
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Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
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a.
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information; and
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b.
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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Date:
November 13, 2006
By:
/s/
Daniel Bernstein
Daniel
Bernstein, President and Chief Executive Officer
Exhibit
31.2
CERTIFICATION
I,
Colin
Dunn, certify that:
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1.
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I
have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
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4.
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The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a -
15(f) and 15d - 15(f)) for the registrant and have:
|
|
a.
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
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b.
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c.
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Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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d.
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Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
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The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
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a.
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information; and
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b.
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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Date:
November 13, 2006
By:
/s/
Colin Dunn
Colin
Dunn, Vice President of Finance
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Bel Fuse Inc (the "Company") on Form
10-Q for the quarter ended September 30, 2006 filed with the Securities and
Exchange Commission (the "Report"), I, Daniel Bernstein, President and Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The
Report fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the consolidated financial condition of the Company as of the dates presented
and consolidated result of operations of the Company for the periods presented.
Dated:
November 13, 2006
By:
/s/
Daniel Bernstein
Daniel
Bernstein, President
and
Chief
Executive Officer
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Bel Fuse Inc (the "Company") on Form
10-Q for the quarter ended September 30, 2006 filed with the Securities and
Exchange Commission (the "Report"), I, Colin Dunn, Vice President of Finance
of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The
Report fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the consolidated financial condition of the Company as of the dates presented
and consolidated result of operations of the Company for the periods presented.
Dated:
November 13, 2006
By:
/s/
Colin Dunn
Colin
Dunn, Vice President of
Finance