SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
l3D
Under
the Securities Exchange Act of 1934 (Amendment No. 4)*
POWER-ONE,
INC.
(Name
of
Issuer)
Common
Stock, $0.001 par value per share
(Title
of
Class of Securities)
739308104
(CUSIP
Number)
Colin
W.
Dunn, Vice President
Bel
Fuse
Inc.
206
Van
Vorst Street
Jersey
City, New Jersey 07302
(201)
432-0463
October
31, 2008
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule l3G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-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
disclosures provided in a prior cover page.
The
information required on 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).
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CUSIP
No. 739308104
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(1)
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Names
of Reporting Persons:
Bel
Fuse Inc.
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(2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions):
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(a) o
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(b) o
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(3)
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SEC
Use Only
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(4)
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Source
of Funds (See Instructions): WC
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e):
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(6)
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Citizenship
or Place of Organization: New
Jersey
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Number
of
Shares Beneficially Owned by Each Reporting Person With:
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(7)
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Sole
Voting Power:
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0
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(8)
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Shared
Voting Power:
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7,338,998*
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(9)
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Sole Dispositive
Power:
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0
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(10)
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Shared
Dispositive Power:
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7,338,998*
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 7,338,998*
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): o
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(13)
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Percent
of Class Represented by Amount in Row (11): 8.4%
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(14)
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Type
of Reporting Person (See Instructions): CO
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*
As of
October 31, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”),
held 7,338,998 shares of common stock of Power One, Inc. (the “Company”). Bel
Ventures is a wholly-owned subsidiary of Bel Fuse Inc., a New Jersey corporation
(“Bel”). Bel shares voting and dispositive power over all securities of the
Company held by Bel Ventures.
-2-
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CUSIP
No. 739308104
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(1)
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Names
of Reporting Persons:
Bel
Ventures Inc.
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(2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions):
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(a) o
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(b) o
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(3)
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SEC
Use Only
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(4)
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Source
of Funds (See Instructions): WC
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e):
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(6)
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Citizenship
or Place of Organization: New
Jersey
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Number
of
Shares Beneficially Owned by Each Reporting Person With:
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(7)
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Sole
Voting Power:
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0
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(8)
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Shared
Voting Power:
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7,338,998
*
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(9)
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Sole Dispositive
Power:
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0
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(10)
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Shared
Dispositive Power:
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7,338,998
*
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 7,338,998
*
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): o
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(13)
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Percent
of Class Represented by Amount in Row (11): 8.4%
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(14)
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Type
of Reporting Person (See Instructions): CO
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*
As of
October 31, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”),
held 7,338,998 shares of common stock of Power One, Inc. (the “Company”). Bel
Ventures is a wholly-owned subsidiary of Bel Fuse Inc., a New Jersey corporation
(“Bel”). Bel shares voting and dispositive power over all securities of the
Company held by Bel Ventures.
-3-
This
Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends the Schedule 13D
filed with the Securities and Exchange Commission by Bel Fuse Inc. (“Bel”) and
its Bel Ventures Inc. subsidiary ("Bel Ventures") on February 25, 2008 and
amended on March 12, 2008, June 16, 2008 and October 10, 2008 (the "Schedule
13D"). Except as specifically provided herein, this Amendment No. 4 does not
modify any of the information previously reported in the Schedule
13D.
Item
1. Security
and Issuer.
The
class
of equity securities to which this Amendment No. 4 relates is the Common Stock,
par value $.001 per share (the “Shares”), of Power-One, Inc., a Delaware
corporation (the “Company”). The principal executive offices of the Company are
located at 740 Calle Plano, Camarillo, California 93012.
Item
3. Source
and Amount of Funds or Other Consideration.
The
Shares purchased by Bel Ventures were purchased with the working capital of
Bel.
The aggregate amount of funds used in making the purchases reported on this
Amendment No. 4 was approximately $529,741 (including brokerage
commissions).
Item
4.
Purpose
of Transaction.
Item
4 is
hereby amended to add the following:
On
October 31, 2008, Bel sent a letter to the Board of Directors of the Company,
reiterating its views that the Company should divest the portion of its business
that comprises DC/DC converters to eliminate a portion of its debt and focus
its
attention on maximizing stockholder value through the AC/DC power supplies
and
the Renewable Energy inverters segments. Bel urged the Company to
immediately implement the changes Bel has suggested in order to prevent the
Company from being forced to issue additional Shares in order to meet its
capital requirements. Bel also noted that if the necessary steps are not taken
to properly address this issue, Bel will review all options including submitting
a slate of directors for election at the Company’s next Annual
Meeting.
Item
5.
Interest
in Securities of the Issuer.
Based
upon the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2008, as of August 1, 2008, there were 87,766,168 Shares outstanding.
As of October 31, 2008, Bel and Bel Ventures beneficially owned (and had the
power to vote and dispose of) 7,338,998 Shares, or approximately 8.4% of the
Shares outstanding as of that date.
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The
following table details the transactions by Bel Ventures in Shares during the
period from October 10, 2008, the date Amendment No. 3 to Schedule 13D was
filed
with the Securities and Exchange Commission by Bel and Bel Ventures, through
November 3, 2008 (the "Purchase Period"):
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Price
Per
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Date
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Quantity
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Share
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Type
of Transaction
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10/10/2008
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103,352
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$1.0536
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Open
Market Purchase
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10/14/2008
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1,600
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$1.1000
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Open
Market Purchase
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10/15/2008
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55,383
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$1.1000
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Open
Market Purchase
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10/16/2008
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111,988
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$1.0939
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Open
Market Purchase
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10/17/2008
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122,691
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$1.0993
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Open
Market Purchase
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10/20/2008
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6,700
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$1.1000
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Open
Market Purchase
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10/21/2008
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67,843
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$1.1000
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Open
Market Purchase
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Except
for the transactions listed above, neither Bel, nor Bel Ventures nor any person
or entity controlled by Bel or Bel Ventures has traded Shares during the
Purchase Period.
Item
7.
Material
to Be Filed as Exhibits.
The
following documents are filed as an exhibit to this Amendment No.
4:
| 1. |
Letter,
dated October 31, 2008, from Bel Fuse Inc. to the Board of Directors
of
Power-One, Inc.
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| 2. |
Joint
Filing Agreement, dated November 4, 2008, by and between Bel Fuse
Inc. and
Bel Ventures Inc.
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SIGNATURES
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.
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November
4, 2008
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BEL
FUSE INC.
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By:
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/s/
Daniel Bernstein
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Name:
Daniel Bernstein
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Title:
President
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BEL
VENTURES INC.
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By:
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/s/
Daniel Bernstein
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Name:
Daniel Bernstein
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Title:
President
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
Exhibit
1
October
31, 2008
Randall
H. Holiday, Secretary
For
Distribution to the Board of Directors
Power-One,
Inc.
740
Calle
Plano
Camarillo,
California 93012
Board
of
Directors:
As
you
are aware, Bel Fuse Inc., together with our wholly-owned subsidiary, Bel
Ventures Inc., is one of the largest stockholders of Power-One, Inc.
("Power-One" or the "Company"), owning 7,338,998 shares of the Company's common
stock, or approximately 8.36% of the outstanding shares. It appears that the
concerns expressed in our June 9, 2008 letter have been ignored and shareholder
value continues to erode. This is clearly reflected in the alarming and rapid
decline of the Company's share price, which closed at a pathetic $1.03 per
share
on October 30, 2008. As we have reiterated in the past, we do not believe that
issuing new shares at current depressed prices are the answers to the serious
challenges facing the Company at this time, yet, the Company has placed itself
in the precarious position of possibly having to issue more stock at a depressed
price in the near future in order to meet its capital requirements.
The
market continues to undervalue Power-One due to the Company's inability to
focus
on its core business segment of AC/DC power supplies and dedicate the necessary
resources to the high-growth Renewable Energy inverters segment. We continue
to
believe that Power-One must divest the DC/DC converters segment so that it
may
eliminate a substantial portion of its debt with the sale proceeds.
While
we
have an interest in acquiring the DC/DC converters segment of the Company,
our
main concern continues to be maximizing Power-One's stock price for the benefit
of all of Power-One's stockholders. Accordingly, we urge the Company to
immediately implement the changes to the Company that we have suggested in
order
to prevent it from being forced to issue more shares in order to meet its
capital requirements. If the necessary steps are not taken to properly address
this issue, we will have no choice but to review all options including
submitting a slate of directors for election at the next Annual Meeting. We
will
be glad to be part of any process to assist Power-One and would welcome a
meeting with the Power-One Board of Directors to further outline our strategy
for enhancing stockholder value.
Regards,
/s/
Daniel J. Bernstein
Daniel
J.
Bernstein
CEO
and
President
Exhibit
2
Joint
Filing Agreement
Pursuant
to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934,
as
amended, the undersigned agree that Amendment No. 4 to the Statement on Schedule
13D to which this Joint Filing Statement is attached as an exhibit is filed
on
behalf of each of them in the capacities set forth below.
Date:
November 4, 2008
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BEL
FUSE INC.
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By:
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/s/
Daniel Bernstein
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Name:
Daniel Bernstein
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Title:
President
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BEL
VENTURES INC.
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By:
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/s/
Daniel Bernstein
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Name:
Daniel Bernstein
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Title:
President
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