SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
l3D
Under
the Securities Exchange Act of 1934 (Amendment No. 3)*
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)
October
6, 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) o
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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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6,869,441*
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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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6,869,441*
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 6,869,441*
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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): 7.8%
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(14)
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Type
of Reporting Person (See Instructions): CO
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*
As of
October 9, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”),
held 6,869,441 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 |
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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) o
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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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6,869,441
*
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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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6,869,441
*
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 6,869,441
*
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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): 7.8%
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(14)
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Type
of Reporting Person (See Instructions): CO
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*
As of
October 9, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”),
held 6,869,441 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-
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends 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
and
amended on March 12, 2008 and June 16, 2008 (the "Schedule 13D"). Except
as
specifically provided herein, this Amendment No. 3 does not modify
any of the
information previously reported in the Schedule 13D.
Item
1. Security
and Issuer.
The
class
of equity securities to which this Amendment No. 3 relates is the Common
Stock,
par value $.001 per share (the “Shares”), of Power-One, Inc., a Delaware
corporation (the “Company”). The principal executive offices of the Company are
located at 740 Calle Plano, Camarillo, California 93012.
Item
3. Source
and Amount of Funds or Other Consideration.
The
Shares purchased by Bel Ventures were purchased with the working capital
of Bel.
The aggregate amount of funds used in making the purchases reported
on this
Amendment No. 3 was approximately $3,414,857 (including brokerage
commissions).
Item
5. Interest
in Securities of the Issuer.
Based
upon the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2008, as of August 1, 2008, there were 87,766,168 Shares outstanding.
As of October 9, 2008, Bel and Bel Ventures beneficially owned (and
had the
power to vote and dispose of) 6,869,441 Shares, or approximately 7.8%
of the
Shares outstanding as of that date.
The
following table details the transactions by Bel Ventures in Shares
during the
period beginning sixty (60) days prior to October 6, 2008 and ending
on October
9, 2008 (the "Purchase Period"):
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Date
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Quantity
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Price
Per Share
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Type
of Transaction
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10/03/2008
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325,851
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$
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1.3488
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Open
Market Purchase
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10/06/2008
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1,495,550
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$
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1.3470
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Open
Market Purchase
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10/07/2008
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26,093
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$
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1.2687
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Open
Market Purchase
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10/08/2008
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430,937
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$
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1.2697
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Open
Market Purchase
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||||||
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10/09/2008
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220,958
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$
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1.2699
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Open
Market Purchase
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Except
for the transactions listed above, neither Bel, nor Bel Ventures nor
any person
or entity controlled by Bel or Bel Ventures has traded Shares during
the
Purchase Period.
Item
7. Material to Be Filed as Exhibits.
The
following document is filed as an exhibit to this Amendment No. 3:
1.
Joint
Filing Agreement, dated October 10, 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.
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October
10, 2008
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BEL
FUSE 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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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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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
-5-
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 Amendment No. 3 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:
October 10, 2008
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BEL
FUSE 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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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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