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): June 12, 2008
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
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New
Jersey
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0-11676
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22-1463699
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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206
Van Vorst Street, Jersey City, New Jersey
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07302
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(Address
of principal executive offices)
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(Zip
Code)
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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
1.01 Entry into a Material Definitive
Agreement.
On
June 12, 2008, the Registrant, as
Borrower, Bank of America, N.A., as Lender, and the principal domestic
subsidiaries of the Registrant, as Subsidiary Guarantors, executed a First
Amendment to Credit and Guaranty Agreement, made as of April 30, 2008 (the
"First Amendment"). The First Amendment amends the Credit and Guaranty
Agreement, dated February 12, 2007, among the same parties, pursuant to which
the Lender made available to the Borrower an unsecured revolving credit loan
facility of up to $20.0 million, by extending the maturity date of such facility
from June 30, 2008 to June 30, 2011, and by revising certain financial
covenants.
There
is no material relationship
between the Registrant and the Lender other than pursuant to the agreements
described above.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1– First Amendment to Credit and Guaranty Agreement, made as of April 30,
2008.
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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.
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By:
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/s/
Colin Dunn
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Colin
Dunn
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Title:
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Vice
President of Finance
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Dated:
June 26, 2008
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EXHIBIT
INDEX
Exhibit
10.1– First Amendment to Credit and Guaranty Agreement, made as of April 30,
2008.
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FIRST
AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
THIS
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (hereinafter
referred to as this “First
Amendment”)
is
made as of the 30th
day of
April, 2008, by and among
BEL
FUSE INC., a
corporation duly organized, validly existing and in good standing under the
laws
of the State of New Jersey, having an address located at 206 Van Vorst Street,
Jersey City, New Jersey 07302 (hereinafter
referred to as the “Borrower”),
AND
BEL
VENTURES INC.,
a
corporation duly organized, validly existing and in good standing under the
laws
of the State of Delaware,
having
an
address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
New
Jersey 07302 (hereinafter referred to as “Bel
Ventures”),
AND
BEL
POWER INC.,
a
corporation duly organized, validly existing and in good standing under the
laws
of the State of Massachusetts,
having
an
address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
New
Jersey 07302 (hereinafter referred to as “Bel
Power”),
AND
BEL
TRANSFORMER INC.,
a
corporation duly organized, validly existing and in good standing under the
laws
of the State of Delaware,
having
an
address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
New
Jersey 07302 (hereinafter referred to as “Bel
Transformer”),
AND
BEL
CONNECTOR INC.,
a
corporation duly organized, validly existing and in good standing under the
laws
of the State of Delaware,
having
an
address located at c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City,
New
Jersey 07302 (hereinafter referred to as “Bel
Connector”
and
hereinafter, Bel Ventures, Bel Power, Bel Transformer, and Bel Connector
shall
be collectively referred to as the “Guarantors”)
AND
BANK
OF AMERICA, NATIONAL ASSOCIATION,
a
national banking association duly organized and validly existing under the
laws
of the United States of America, having an office located at 750 Walnut Avenue,
Cranford, New Jersey 07016 (hereinafter referred to as the “Lender”).
W
I T N E S S E T H :
WHEREAS,
pursuant to the terms, conditions, and provisions of that certain Credit
and
Guaranty Agreement dated February 12, 2007, executed by and among the Borrower,
the Lender, Bel Power Products Inc., a Delaware corporation (hereinafter
referred to as “Bel
Power Products”),
and
the Guarantors (hereinafter referred to as the “Loan
Agreement”),
(i)
the Lender made available to the Borrower an unsecured revolving credit loan
facility in the maximum principal amount of up to Twenty Million and 00/100
($20,000,000.00) Dollars for working capital purposes, capital expenditures,
and
other lawful corporate purposes
of the
Borrower (hereinafter
referred to as the “Revolving
Credit Facility”)
and
(ii) each Guarantor and Bel Power Products, as an original guarantor,
absolutely, irrevocably and unconditionally guarantied the full and prompt
payment when due (whether at stated maturity, by acceleration or otherwise)
of
the “Borrower Obligations” (as such term is defined in the Loan Agreement); and
WHEREAS,
the
Revolving Credit Facility is evidenced by that certain Revolving Credit Loan
Note dated February 12, 2007, executed by the Borrower, as maker, in favor
of
the Lender, as payee (hereinafter referred to as the “Revolving
Credit Loan Note”),
in
the maximum principal amount of up to $20,000,000.00; and
WHEREAS,
Bel
Power Products has merged with and into Bel Power, with Bel Power being the
surviving entity, as evidenced by (i) those certain Articles of Merger Involving
Domestic Corporations, Foreign Corporations or Foreign Other Entities dated
July
6, 2006 and filed with the Office of the Secretary of the Commonwealth of
Massachusetts on September 1, 2006 and (ii) that certain Certificate of Merger
dated January 10, 2008 and filed with the Secretary of State of the State
of
Delaware on January 22, 2008; and
WHEREAS,
the
Borrower, the Guarantors, and the Lender have agreed to amend the Loan Agreement
pursuant to the terms, conditions, and provisions of this First Amendment
for
the purposes more fully set forth and described herein; and
WHEREAS,
defined
terms used but not expressly defined herein shall have the same meanings
when
used herein as set forth in the Loan Agreement.
NOW,
THEREFORE,
intending to be legally bound hereby the Borrower, the Guarantors, and the
Lender hereby promise, covenant, and agree as follows:
1. Loan
Agreement.
The
Loan Agreement is amended and modified by this First Amendment as
follows:
(i) The
existing definition of “Combined
Current Ratio”
in
Section
1.1
of the
Loan Agreement is hereby deleted in its entirety and the following new material
is hereby inserted in its place and stead:
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“Intentionally
Deleted.”
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(ii) The
existing definition of “Consolidated
Net Worth”
in
Section
1.1
of the
Loan Agreement is hereby deleted in its entirety and the following new material
is hereby inserted in its place and stead:
“Intentionally
Deleted.”
(iii) The
existing definition of “Loan Documents” in Section
1.1
of the
Loan Agreement is hereby deleted in its entirety and the following new
definition of “Loan Documents” is hereby inserted in its place and
stead:
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““Loan
Documents”
means,
collectively, this Agreement, the Note, the First Amendment, each Secured
Hedging Agreement and all other agreements, instruments and documents executed
or delivered in connection herewith.”
(iv) The
existing definition of “Revolving
Maturity Date”
in
Section
1.1
of the
Loan Agreement is hereby deleted in its entirety and the following new
definition of “Revolving
Maturity Date”
is
hereby inserted in its place and stead:
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““Revolving
Maturity Date”
means June 30, 2011, or such earlier date on which the Revolving
Loans
shall become due and payable, whether by acceleration or
otherwise.”
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(v) The
following new definitions are hereby inserted into Section
1.1
of the
Loan Agreement in their respective proper places:
““Consolidated
Tangible Net Worth”
means,
at any date of determination, the sum of (i) all amounts which would be included
under “stockholder’s equity” or any analogous entry on a consolidated balance
sheet of the Borrower and the Subsidiaries determined in accordance with
GAAP as
of such date, minus (ii)
all
intangible assets (i.e., such assets that are considered to be intangible
assets
under GAAP, including, without limitation, customer lists, goodwill, computer
software, copyrights, trade names, trademarks, patents, franchises, licenses,
unamortized deferred charges, unamortized debt discount, and capitalized
research and development costs) of the Borrower and the Subsidiaries determined
in accordance with GAAP as of such date of determination, plus
(iii) to
the extent deducted from such stockholder’s equity, the aggregate amount (not to
exceed $60,000,000.00 in the aggregate) of stock repurchases made by the
Borrower pursuant to Section
7.7(d)
hereof.”
““First
Amendment”
shall
mean that certain First Amendment to Credit and Guaranty Agreement dated
as of
April 30, 2008 executed by and among the Borrower, the Lender, and the then
current Subsidiary Guarantors as of the date of such First Amendment to Credit
and Guaranty Agreement, pursuant to which the parties thereto amended and
modified the terms, conditions, and provisions of this Agreement.”
(vi) Section
7.4(e)
of the
Loan Agreement is hereby deleted in its entirety and the following new
Section
7.4(e)
is
hereby inserted in its place and stead:
“(e) other
Investments in marketable securities (other than Cash Equivalents) in an
amount
not in excess of 10% of Consolidated Tangible Net Worth; provided,
however,
that
after giving effect to any Investment described in this Section
7.4(e),
Margin
Stock shall constitute less than 25% of the consolidated assets (as determined
by any reasonable method) of the Borrower and the Subsidiaries;”.
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(vii) Section
7.14(a)
of the
Loan Agreement is hereby deleted in its entirety and the following new
Section
7.14(a)
is
hereby inserted in its place and stead:
“(a) Minimum
Consolidated Tangible Net Worth.
The
Borrower shall not permit its Consolidated Tangible Net Worth to be less
than,
as of the last day of any fiscal quarter, an amount equal to $190,000,000.00
plus the sum for each fiscal quarter ending after December 31, 2007 of 50%
of
the net income, if positive, of the Borrower and its Subsidiaries on a
consolidated basis for each such fiscal quarter plus
an
amount equal to 75% of the net proceeds of any issuance of equity by the
Borrower.”
(viii) Section
7.14(d)
of the
Loan Agreement is hereby deleted in its entirety and the following new
Section
7.14(d)
is
hereby inserted in its place and stead:
“Intentionally
Deleted.”
(ix) Any
and
all references to the “Loan Agreement” shall be amended and modified to refer to
the Loan Agreement as amended and modified by this First Amendment.
2. Remaking
of Representations and Warranties.
All
representations and warranties contained in the Loan Agreement, as amended
and
modified by this First Amendment, and all of the other Loan Documents, are
true,
accurate, and complete as of the date hereof and shall be deemed continuing
representations and warranties so long as the Revolving Credit Facility shall
remain outstanding.
3. No
Amendment of Other Terms.
All
other terms and conditions of the Loan Agreement, as amended and modified
by
this First Amendment, the Revolving Credit Loan Note, and all of the other
Loan
Documents remain in full force and effect, except as amended and modified
herein, and the parties hereto hereby expressly confirm and reaffirm all
of
their respective liabilities, obligations, duties and responsibilities under
and
pursuant to the Loan Agreement, the Revolving Credit Loan Note, and all of
the
other Loan Documents.
4. Further
Agreements and Representations.
The
Borrower and the Guarantors do hereby (i) ratify, confirm and acknowledge
that
the Loan Agreement, as amended and modified by this First Amendment, the
Revolving Credit Loan Note, and all other Loan Documents continue to be valid,
binding and in full force and effect; (ii) acknowledge and agree that, as
of the
date hereof, the Borrower has no defense, set-off, counterclaim or challenge
against the payment of any sums due and owing to the Lender or the enforcement
of any of the terms of the Loan Agreement and/or any of the other Loan
Documents; (iii) acknowledge and agree that all representations and warranties
of the Borrower and the Guarantors contained in the Loan Agreement and the
other
Loan Documents are true, accurate and correct as of the date hereof as if
made
on and as of the date hereof, except to the extent any such representation
or
warranty is by its terms limited to a certain date or dates in which case
it
remains true, accurate and correct as of such date or dates and that none
of the
corporate documents of the Borrower or the Guarantors have been materially
amended, modified or supplemented since the date of the execution and delivery
of the Loan Agreement; and (iv) represent and warrant that the Borrower and
the
Guarantors have taken all necessary action required by law and by their
respective corporate governing documents to execute and deliver this First
Amendment and that such execution and delivery constitutes the legal and
validly
binding action of such entities.
5. No
Novation.
It is
the intention of the parties hereto that this First Amendment shall not
constitute a novation.
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6. Additional
Documents; Further Assurances.
The
Borrower and the Guarantors hereby covenant and agree to execute and deliver
to
the Lender, or to cause to be executed and delivered to the Lender
contemporaneously herewith, at their sole cost and expense, any other documents,
agreements, statements, resolutions, certificates, opinions, consents, searches
and information as the Lender may reasonably request in connection with the
matters or actions described herein. The Borrower and the Guarantors hereby
further covenant and agree to execute and deliver to the Lender, or to use
reasonable efforts to cause to be executed and delivered to the Lender, at
their
sole cost and expense, from time to time, any and all other documents,
agreements, statements, certificates and information as the Lender shall
reasonably request to evidence or effect the terms of the Loan Agreement,
and/or
any of the other Loan Documents. All such documents, agreements, statements,
etc., shall be in form and content reasonably acceptable to the
Lender.
7. Fees,
Costs, Expenses and Expenditures.
The
Borrower shall pay all of the Lender’s reasonable expenses in connection with
this First Amendment, including, without limitation, reasonable fees and
disbursements of Lender’s legal counsel.
8. No
Waiver.
Nothing
contained herein constitutes an agreement or obligation by the Lender to
grant
any further amendments to any of the Loan Documents, as amended and modified
hereby, and nothing contained herein constitutes a waiver or release by the
Lender of any rights or remedies available to the Lender under the Loan
Documents, as amended and modified hereby, at law or in equity.
9. Binding
Effect; Governing Law.
This
First Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and/or assigns. This First Amendment
shall be governed by and construed in accordance with the laws of the State
of
New Jersey.
10. Counterparts.
This
First Amendment may be executed by one or more of the parties to this First
Amendment in any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)
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IN
WITNESS WHEREOF,
the
Lender, the Borrower, and the Guarantors have duly executed and delivered
this
First Amendment, all as of the day and year first written above.
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BEL
FUSE INC., a New Jersey corporation
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By:
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/s/ Colin Dunn |
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Colin
Dunn
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Vice
President
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GUARANTORS:
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BEL
VENTURES INC., a Delaware corporation
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BEL
POWER INC., a Massachusetts corporation
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BEL
TRANSFORMER INC., a Delaware corporation
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BEL
CONNECTOR INC., a Delaware corporation
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AS
TO EACH OF THE FOREGOING:
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By:
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/s/
Colin Dunn
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Colin
Dunn
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Vice
President of each of the above-referenced corporations
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LENDER:
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BANK
OF AMERICA, N.A.
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| /s/ David J. Bardwil | |
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David
J. Bardwil
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Senior
Vice President
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