UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 2)1
POWER-ONE,
INC.
(Name of
Issuer)
Common Stock, par value
$0.001
(Title of
Class of Securities)
739308104
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June 9,
2008
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that 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 ¨.
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.
_______________
1
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
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1
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NAME
OF REPORTING PERSON
Bel Fuse
Inc.
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC
USE ONLY
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||
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4
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SOURCE
OF FUNDS
WC
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||
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
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¨
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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
- 0 -
|
|
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8
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SHARED
VOTING POWER
4,370,052*
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||
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9
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SOLE
DISPOSITIVE POWER
- 0 -
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||
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10
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SHARED
DISPOSITIVE POWER
4,370,052*
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||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,370,052*
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||
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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¨
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|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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||
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14
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TYPE
OF REPORTING PERSON
CO
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||
* As of
June 13, 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.
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
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¨
|
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0 -
|
|
|
8
|
SHARED
VOTING POWER
4,370,052*
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,370,052*
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,370,052*
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
||
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14
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TYPE
OF REPORTING PERSON
CO
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||
* As of
June 13, 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.
3
CUSIP
NO. 739308104
The
following constitutes Amendment No. 2 to the Schedule 13D filed by the
undersigned (“Amendment No. 2”). This Amendment No. 2 amends the
Schedule 13D as specifically set forth.
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Item
4.
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Purpose of
Transaction.
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Item 4 is
hereby amended to add the following:
On June
9, 2008, Bel Fuse Inc. (“Bel”) sent a letter to the Board of Directors of
Power-One, Inc. (the “Company”), expressing its view 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 also noted its view that divesting the DC/DC converters
portion of its business would give the Company the opportunity to market the
Z-One Digital Power Technology to other manufacturers without being considered a
direct competitor.
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Item
5.
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Interest in Securities
of the Issuer.
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The first
paragraph of Item 5 is hereby amended and restated as follows:
Based
upon information set forth in the Company’s Quarterly Report on Form 10-Q for
the fiscal quarter ended March 30, 2008, there were 87,464,659 shares of Common
Stock outstanding as of May 4, 2008. As of June 13, 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.
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Item
7.
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Material to be Filed
as Exhibits.
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Item 7 is
hereby amended to add the following:
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1.
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Letter,
dated June 9, 2008, from Bel Fuse Inc. to the Board of Directors of
Power-One, Inc.
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2.
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Joint
Filing Agreement, dated June 16, 2008, between Bel Fuse Inc. and Bel
Ventures Inc.
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4
CUSIP
NO. 739308104
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated: June
16, 2008
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BEL
FUSE INC.
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By:
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/s/
Colin W. Dunn
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Name:
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Colin
W. Dunn
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Title:
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Vice
President Finance
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BEL
VENTURES INC.
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By:
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/s/
Colin W. Dunn
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Name:
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Colin
W. Dunn
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Title:
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Vice
President
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5
Exhibit 1
June 9,
2008
Randall
H. Holiday, Secretary
For
Distribution to the Board of Directors
Power-One,
Inc.
740 Calle
Plano
Camarillo,
California 93012
Board of
Directors:
We
appreciate the time that Mr. Jay Walters, Chairman of the Board, and Mr. Richard
J. Thompson, Chief Executive Officer, took to speak with me on March 25, 2008.
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 [4,370,052] shares of the Company's common stock, or
approximately [5.0]% of the outstanding shares. We have invested in Power-One
because we believe that there is substantial unrecognized value in the Company.
Based upon our discussion with Messrs. Walters and Thompson and our in-depth
review of publicly available information, however, we have strong doubts about
the Company's ability to remain financially viable. Simply put, it is our belief
that if Power-One continues to perform as it did in the most recently completed
fiscal quarter, for example, with cash and cash equivalents decreasing $7.6
million since December 31, 2007, the Company will quickly become unable to meet
its capital requirements.
Power-One's
business divisions, earnings power, quality of assets and products are very
impressive, but, as evidenced by the Company's plummeting share price, the
market does not recognize Power-One's full intrinsic value. We do not believe
that issuing new shares at current depressed prices or acquiring more expensive
debt are the answers to the serious challenges facing Power-One. It is our
opinion that 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 what we believe to be the high-growth
Renewable Energy inverters segment. We believe that Power-One's inability to
develop these key segments is the results of its ongoing debt service
obligations.
In order
to maximize stockholder value, we believe that Power-One must divest one or more
of its business units to reduce debt. It is our understanding that DC/DC
converters account for less than 20% of sales. By divesting this segment, it is
our opinion that the Company would be able to eliminate a substantial portion of
its debt with the sale proceeds, as well as refocus its attention on maximizing
stockholder value through the AC/DC power supplies and the Renewable Energy
inverters segments. Furthermore, we believe that Power-One's fears concerning
its ability to separate the DC/DC converters segment from the existing AC/DC
power supplies segment are unfounded. According to former Power-One key
managers, the separation of the two segments is entirely feasible. Finally, it
would permit Power-One the opportunity to market the Z-One Digital Power
Technology to other manufacturers without being considered a direct
competitor.
While we
have an interest in acquiring the DC/DC converters segment of the Company and
believe we are a logical choice, our main concern is maximizing Power-One's
stock price to the benefit of all of Power-One's stockholders. Accordingly, we
believe that the Company should take the necessary steps to implement the
changes in the structure of the Company that we have recommended and we will be
glad to be part of such process. We look forward to meeting with the Power-One
Board of Directors to further outline our strategy.
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Regards,
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/s/
Daniel J. Bernstein
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Daniel
J. Bernstein, CEO and
President
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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. 2 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.
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Dated:
June 16, 2008
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BEL
FUSE INC.
|
|
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By:
|
/s/
Colin W. Dunn
|
|
|
Name:
|
Colin
W. Dunn
|
|
|
Title:
|
Vice
President Finance
|
|
|
BEL
VENTURES INC.
|
||
|
By:
|
/s/
Colin W. Dunn
|
|
|
Name:
|
Colin
W. Dunn
|
|
|
Title:
|
Vice
President
|
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