SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
l3D
Under
the Securities Exchange Act of 1934 (Amendment No._)*
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
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
22, 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) x
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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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o
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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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4,370,052*
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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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4,370,052*
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,370,052*
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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): 5.0%
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(14)
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Type
of Reporting Person (See Instructions):
CO
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*
As of
February 22, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”),
held 4,370,052 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) x
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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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o
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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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4,370,052*
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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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4,370,052*
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,370,052*
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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): 5.0%
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(14)
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Type
of Reporting Person (See Instructions):
CO
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*
As of
February 22, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”),
held 4,370,052 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 Fuse”). Bel Fuse shares voting and dispositive power over all securities
of the Company held by Bel Ventures.
-3-
Item
1.
Security
and Issuer.
This
statement on Schedule 13D (the "Schedule 13D") relates to the shares of common
stock, $0.001 par value (the "Common Stock"), of Power-One, Inc. (the
"Company"), whose principal executive offices are located at 740 Calle Plano,
Camarillo, California 93012.
Item
2.
Identity
and Background.
This
Schedule 13D is being filed by (i) Bel Fuse Inc., a corporation organized under
the laws of the State of New Jersey (“Bel”), and (ii) Bel Ventures Inc., a
corporation organized under the laws of the State of Delaware and a wholly-owned
subsidiary of Bel (“Bel Ventures” and together with Bel, the “Reporting
Persons”).
Bel
and
its subsidiaries, including Bel Ventures, are primarily engaged in the design,
manufacture and sale of products used in networking, telecommunications, high
speed data transmission and consumer electronic applications. Each of the
Reporting Persons maintains its principal executive offices at 206 Van Vorst
Street, Jersey City, New Jersey 07302. The name, present principal occupation
or
employment, the current business address (or residence if the individual has
no
business address) and citizenship of each director and executive officer of
the
Reporting Persons is set forth on Appendix
A
to this
Schedule 13D.
Neither
of the Reporting Persons nor, to the best of its knowledge, any of its directors
or executive officers has, during the last five years, (a) been convicted in
a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
(b) been a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction as a result of which such entity or person was or is
now
subject to a judgment, decree or final order enjoining future violations of,
or
prohibiting or mandating activities subject to, federal or state securities
laws
or finding any violation with respect to such laws.
Item
3.
Source
and Amount of Funds or Other Consideration.
In
a
series of transactions from February 8, 2008 through February 22, 2008, Bel,
through its wholly-owned subsidiary, Bel Ventures, acquired an aggregate
of
4,370,052 shares of Common Stock through open-market purchases. Bel Ventures
paid an aggregate of approximately $10,123,530 (which amount includes the
cost
of commissions) for such shares of Common Stock. The source of such funds
was
Bel's working capital. The respective dates of acquisition of such shares
of
Common Stock, the amount of shares of Common Stock purchased in each such
acquisition, and the purchase price per share with respect to each such
acquisition are set forth below:
-4-
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Date of Acquisition
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Number of Shares of
Common Stock Purchased
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Price Per Share
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2/08/2008
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1,420,000
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$
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2.1938
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2/11/2008
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1,070,000
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$
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2.1998
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2/12/2008
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510,052
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$
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2.2009
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2/13/2008
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177,031
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$
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2.3330
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2/21/2008
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229,969
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$
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2.4986
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2/22/2008
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963,000
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$
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2.4606
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Item
4. Purpose
of Transaction.
Except
as
described below, neither of the Reporting Persons has any present plans or
intentions which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
From
time
to time, and as recently as February 14, 2008, representatives of Bel have
sought to arrange a meeting between senior management of Bel and senior
management of the Company to discuss how Bel and the Company might work together
for the benefit of both companies; however, no such meeting has been held
to
date.
The
Reporting Persons intend to closely evaluate the performance of the Common
Stock, including, but not limited to, the continued analysis and assessment
of
the Company’s business, assets, operations, financial condition, capital
structure, management and prospects. Depending upon the Company's financial
condition, results of operations, future prospects and other factors which
the
Reporting Persons deem relevant, each of the Reporting Persons may, and hereby
reserves the right to, (i) acquire additional shares of Common Stock or sell
the
shares of Common Stock that such Reporting Person now owns or may acquire
in the
future, (ii) communicate with other shareholders of the Company or persons
who
may desire to become shareholders of the Company regarding, among other things,
the Company’s business, assets, operations, financial condition, capital
structure, management and prospects, and/or other matters regarding the
management and operation of the Company, and/or matters pertaining to a
potential business combination involving such Reporting Person and the Company,
(iii) seek the removal of one or more members of the Company's Board of
Directors and/or executive officers, (iv) seek to amend the Restated Certificate
of Incorporation or By-laws of the Company to increase the size of the Board
of
Directors, elect one or more designees to fill any resulting vacancies,
facilitate the removal of one or more directors and/or executive officers
of the
Company, and/or for any other purpose, (v) solicit proxies, to be used at
either
the Company's regular annual meeting or at a special meeting, or consents
in
lieu of any such meeting, for the purposes described in (iii) and/or (iv)
above
or for the election of one or more nominees of such Reporting Person and/or
such
other shareholders to the Board of Directors of the Company, (vi) seek to
cause
the Company to merge with or into, consolidate with, transfer all or
substantially all of its assets to, or otherwise engage in any business
combination with, one or more other parties (whether or not affiliated with
or
otherwise related to such Reporting Person), or (vii) take such other action
as
such Reporting Person may determine.
-5-
Item
5.
Interest
in Securities of the Issuer.
Based
upon information set forth in the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2007, there were 87,348,256 shares of
Common Stock outstanding as of November 5, 2007. As of February 22, 2008, Bel
Ventures directly owned, and Bel beneficially owned, an aggregate of 4,370,052
shares of Common Stock, or 5.0% of the outstanding shares of Common Stock.
Bel
and
Bel Ventures share the power to vote or to direct the vote and the power to
dispose or to direct the disposition of all 4,370,052 shares of Common Stock
owned directly by Bel Ventures and beneficially by Bel.
Except
as
described in Item 3 of this Schedule 13D, during the past sixty days, there
were
no purchases of the shares of Common Stock, or securities convertible into
or
exchangeable for shares of Common Stock, by the Reporting Persons or any
person
or entity controlled by the Reporting Persons or any person or entity for
which
either Reporting Person possesses voting or dispositive control over the
securities thereof. During such sixty day period, there were no sales of
the
shares of Common Stock, or securities convertible into or exchangeable for
shares of Common Stock, by either Reporting Person or any person or entity
controlled by either Reporting Person or any person or entity for which either
Reporting Person possesses voting or dispositive control over the securities
thereof.
No
other
person is known by the Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of,
the Common Stock owned directly by Bel Ventures and beneficially by Bel.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of
the
Issuer.
No
contracts, arrangements, understandings or similar relationships exist with
respect to the securities of the Company between the Reporting Persons and
any
person or entity.
Item
7.
Material
to Be Filed as Exhibits.
| Exhibit 1 |
Joint
Filing Agreement, dated February 25, 2008, between Bel Fuse Inc.
and Bel
Ventures Inc.
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-6-
SIGNATURE
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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February
25, 2008
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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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Title:
President
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
-7-
Appendix
A
Executive
Officers and Directors of Bel Fuse Inc.
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Name and Address*
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Position with Bel Fuse Inc.
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Principal Employment and
Address of Employer
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Daniel
Bernstein**
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Executive
Officer and Director
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President
and Chief Executive Officer of Bel Fuse Inc.**
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Howard
Bernstein
21
Big Beech Lane
Colts
Neck, NJ 07722
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Director
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Retired
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Colin
Dunn**
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Executive
Officer
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Vice
President Finance, Treasurer and Secretary of Bel Fuse
Inc.**
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Joseph
Meccariello***
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Executive
Officer
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Vice
President of Manufacturing of Bel Fuse Inc.***
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John
F. Tweedy
(see
address of employer)
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Director
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Member
and Operating Manager
Tweedy
Financial Services, LLC (financial planner)
99
Tulip Avenue
Suite
402
Floral
Park, NY 11001
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Robert
H. Simandl
(see
address of employer)
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Director
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Attorney
24
North 3rd Avenue
Highland
Park, NJ 08904
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Peter
Gilbert
(see
address of employer)
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Director
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Executive
VP of PCA Industries, LLC (manufacturer of cast aluminum automobile
wheels)
1818
East Rosslynn Avenue
Fullerton,
CA 92831
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John
S. Johnson
P.O.
Box 1164
Queeche,
VT 05059
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Director
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Independent
consultant for various companies, including Bel Fuse
Inc.
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Avi
Eden
335
South 16th Street
Philadelphia,
PA 19102
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Director
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Independent
consultant
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Dennis
Ackerman**
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Executive
Officer
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Vice
President of Operations of Bel Fuse Inc.**
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Andrew
Wong***
Mr.
Wong is a citizen of China.
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Executive
Officer
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Vice
President-Circuit Protection of Bel Fuse
Inc.
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-8-
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Raymond
Cheung***
Mr.
Cheung is a citizen of Great Britain.
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Executive
Officer
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Vice
President - Asia Operations of Bel Fuse
Inc.
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| * |
All
of the directors and executive officers of Bel Ventures Inc.
are citizens
of the United States. Colin Dunn has dual citizenship and also
is an
Australian
citizen.
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| ** |
Address
of employer is 206 Van Vorst Street, Jersey City, New Jersey 07302.
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| *** |
Address
of employer is 8/F, 8 Luk Hop Street, San Po Kong, Kowloon, Hong
Kong.
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Executive
Officers and Directors of Bel Ventures Inc.
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Name and Address*
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Position with Bel Ventures Inc.
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Principal Employment and
Address of Employer
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Daniel
Bernstein**
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Executive
Officer and Director
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President
and Chief Executive Officer of Bel Fuse Inc.**
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Colin
Dunn**
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Executive
Officer and Director
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Vice
President Finance, Treasurer and Secretary of Bel Fuse
Inc.**
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*
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All
of the directors and executive officers of Bel Ventures Inc. are
citizens
of the United States. Colin Dunn has dual citizenship and also
is an
Australian citizen.
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| ** |
Address
of employer is 206 Van Vorst Street, Jersey City, New Jersey 07302.
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-9-
Exhibit
1
Joint
Filing Agreement
Pursuant
to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934,
as
amended, the undersigned agree that 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:
February 25, 2008
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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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