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): March 26, 2007
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
|
New
Jersey
|
0-11676
|
22-1463699
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer 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):
o
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
March
26, 2007, the Registrant issued a press release commenting on a letter it had
received from Technitrol, Inc. A copy of the press release is attached to this
Report as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
99.1- Registrant’s Press Release, dated March 26, 2007.
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: March 27, 2007 | ||
3
EXHIBIT
INDEX
Exhibit
99.1- Registrant’s Press Release, dated March 26, 2007.
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
Comments on Letter from Technitrol;
Bel
May Purchase Shares of its Class A Common Stock
JERSEY
CITY, New Jersey,
March
26, 2007 . . . Bel
Fuse Inc. (NASDAQ:BELFA & NASDAQ:BELFB)
commented today on the letter it received from Technitrol, Inc. (NYSE:TNL)
offering to acquire Bel for $40.30 per share in cash. Bel’s Board of Directors
believes that Technitrol’s proposal significantly undervalues Bel’s stock,
especially considering Bel’s cash and cash equivalents of approximately $92
million at December 31, 2006. While the Board is discussing all of its options
with its investment bankers in light of Technitrol’s letter, it is confident in
the plans management has implemented for the Company’s growth, including its
acquisition strategy, and believes that a stock buyback program is in the best
interests of Bel’s shareholders.
Accordingly,
Bel announced today that, pursuant to the authorization provided by Bel’s Board
in 2000 to purchase up to 10% of the Company’s outstanding common shares, it may
commence purchasing up to 1,100,000 shares of the Company’s Class A Common Stock
from time to time in privately negotiated transactions or in the market. To
date, a total of 23,600 shares of Bel’s Class B Common Stock have been purchased
under the 2000 Board authorization. Any purchases will be funded from the
Company’s working capital and will be made in management’s discretion. As a
result of the purchases, the percentage of the Class A Common Stock owned by
Daniel Bernstein (Bel’s CEO and a director of the Company), Howard Bernstein (a
director of Bel and Daniel Bernstein’s uncle) and the estate of Elliot Bernstein
(Bel’s founder, who was Daniel Bernstein’s father and Howard Bernstein’s
brother) are expected to increase.
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
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.
Forward-Looking
Statements
Except
for historical information contained in this news release, the matters discussed
are forward looking statements that involve risks and uncertainties. The factors
that could cause actual results to differ materially from such statements are
detailed from time to time in the Company's SEC reports. In light of the risks
and uncertainties, there can be no assurance that any forward-looking statement
will in fact prove to be correct. We undertake no obligation to update or revise
any forward-looking statements.
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