UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (AMENDMENT NO. 1)*
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)
March
10,
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).
| CUSIP No. 739308104 |
|
1.
Name
of
Reporting Person:
Bel
Fuse Inc.
2.
Check
the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
3.
SEC
Use
Only
4.
Citizenship
or Place of Organization: WC
5.
Check if Disclosure of legal Proceedings is Required Pursuant to Items 2(d)
or
2(e): o
6.
Citizenship or Place of Organization: New Jersey
|
Number
of Shares
|
7. | Sole Voting Power | 0 |
|
|
|||
|
Beneficially Owned
|
|||
| 8. | Shared Voting Power | 4,370,052* | |
|
by Each
|
|||
|
|
|||
|
Reporting
|
9. | Sole Dispositive Power | 0 |
|
Person
|
|||
| 10. | Shared Dispositive Power | 4,370,052* | |
|
With:
|
|||
11.
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,370,052*
12.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13. Percent of Class Represented by Amount in Row (11): 5.0%
14.
Type
of
Reporting Person (See Instructions): CO
*
As of
March 10, 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
| CUSIP No. 739308104 |
|
1.
Name
of
Reporting Person:
Bel
Ventures Inc.
2.
Check
the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
3.
SEC
Use
Only
4.
Citizenship
or Place of Organization: WC
5.
Check if Disclosure of legal Proceedings is Required Pursuant to Items
2(d) or
2(e): o
6.
Citizenship or Place of Organization: New Jersey
|
Number
of Shares
|
7. | Sole Voting Power | 0 |
|
|
|||
|
Beneficially Owned
|
|||
| 8. | Shared Voting Power | 4,370,052* | |
|
by Each
|
|||
|
|
|||
|
Reporting
|
9. | Sole Dispositive Power | 0 |
|
Person
|
|||
| 10. | Shared Dispositive Power | 4,370,052* | |
|
With:
|
|||
11.
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,370,052*
12.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13. Percent of Class Represented by Amount in Row (11): 5.0%
14.
Type
of
Reporting Person (See Instructions): CO
*
As of
March 10, 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
This
Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D
(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. Except as specifically provided herein, this Amendment
No. 1
does not modify any of the information previously reported in the Schedule
13D.
Item
4. Purpose of Transaction.
As
previously disclosed by Bel and Bel Ventures in the Schedule 13D,
representatives of Bel have sought to arrange a meeting between senior
management of Bel and senior management of Power-One, Inc. ("Power-One")
to
discuss how Bel and Power-One might work together for the benefit of both
companies. On
March 10, 2008, Bel sent a letter to the Chairman of the Board and Chief
Executive Officer of Power-One, expressing its view that a business combination
between Bel and Power-One would
enable both entities to best serve their respective customers, shareholders
and
employees.
In that letter, Bel reiterated its request for a meeting with Power-One.
Bel
Ventures continues to own directly, and Bel Fuse continues to own beneficially,
4,370,052
shares
of Power-One's common stock.
Item
7. Material to Be Filed as Exhibits.
The
following documents are filed as exhibits to this Amendment No. 1:
1.
Letter, dated March 10, 2008, from Bel Fuse Inc. to the Chairman of the
Board
and the Chief Executive Officer of Power-One, Inc.
2.
Joint
Filing Agreement, dated March 12, 2008, by and between Bel Fuse Inc. and
Bel
Ventures Inc.
4
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.
March
12,
2008
BEL
FUSE INC.
By:
/s/
Daniel Bernstein
Name: Daniel
Bernstein
Title: President
BEL
VENTURES INC.
By:
/s/
Daniel Bernstein
Name: Daniel
Bernstein
Title: President
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
5
Exhibit
1
March
10,
2008
Mr.
Jay
Walters - Chairman of the Board
Mr.
Richard J. Thompson - Chief Executive Officer
Power-One,
Inc.
740
Calle
Plano
Camarillo,
CA 93012
Dear
Mr.
Walters and Mr. Thompson,
I
am
writing this letter to you as CEO of Bel Fuse, Inc., a
large
shareholder of Power-One.
As
I
believe you know, Bel is a publicly held company engaged in the design,
manufacture and sale of electronic components and modules used in the
networking, computing, automotive, consumer products, and medical industries.
Bel has a 57-year history of providing innovative products and solutions to
its
customers, many of which are world-class companies and market leaders in their
respective fields. We have grown robustly through a combination of technological
leadership, internal growth, and acquisitions. Our company is listed and traded
on the NASDAQ stock exchange (Symbol: BELFB), and has sales of over $250 million
and a market capitalization of over $320 million.
For
many
years, it has been Bel’s strategy to grow our power business through
acquisition. I greatly admire Power-One and I believe it would make a perfect
partner for Bel because:
| · |
Power-One
and Bel focus on product families that are the same or closely related,
and our technologies, products, and know-how strongly complement each
other.
|
| · |
There
are significant opportunities for the realization of synergies resulting
from the combination of our businesses.
|
| · |
Combining
our operations on a global basis would result in the broadest range
of
products in the industry.
|
In
short,
the strategic fit between Bel and Power-One is ideal. It is our strong belief
that such a transaction would enable our two organizations to best serve our
respective customers, shareholders and employees.
Over
the
past couple of weeks, I have tried to contact you both to discuss this
opportunity and other ideas. Hopefully after reviewing this letter, you will
see
that there is a benefit to a meeting.
Thank
you
and I look forward to your prompt response.
Regards,
/s/
Daniel J. Bernstein
Daniel
J.
Bernstein
President
and Chief Executive Officer
6
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. 1 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:
March 12, 2008
BEL
FUSE INC.
By:
/s/
Daniel Bernstein
Name: Daniel
Bernstein
Title: President
BEL
VENTURES INC.
By:
/s/
Daniel Bernstein
Name: Daniel
Bernstein
Title: President
7