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. 5)1
POWER-ONE,
INC.
(Name of
Issuer)
Common Stock, par value
$0.001
(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)
April 29,
2009
(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 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.
_______________
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).
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1
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NAME
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
(a)
o
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3
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SEC
USE ONLY
o
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4
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SOURCE
OF FUNDS
WC
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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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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
7,338,998 *
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9
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SOLE
DISPOSITIVE POWER
- 0 -
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10
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SHARED
DISPOSITIVE POWER
7,338,998 *
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,338,998 *
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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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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.35%
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14
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TYPE
OF REPORTING PERSON
CO
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* As of
April 28, 2009, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”), held
7,338,998 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.
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1
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NAME
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
(a)
o
(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
WC
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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)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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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
7,338,998 *
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9
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SOLE
DISPOSITIVE POWER
- 0 -
|
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10
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SHARED
DISPOSITIVE POWER
7,338,998 *
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|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,338,998 *
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.35%
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14
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TYPE
OF REPORTING PERSON
CO
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* As of
April 28, 2009, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”), held
7,338,998 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.
The
following constitutes Amendment No. 5 to the Schedule 13D filed by the
undersigned (“Amendment No. 5”). This Amendment No. 5 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 April 29, 2009, Bel sent a letter to
the Board of Directors of the Company, questioning the advisability of the
Company’s recent agreement with Silver Lake Sumeru, pursuant to which Silver
Lake Sumeru will make a $60 million investment in the Company, consisting of
$23.6 million of convertible preferred stock, $36.4 million senior convertible
notes, and 8.7 million warrants for shares of Common Stock. Bel also
expressed 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.
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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 Annual Report on Form 10-K for the fiscal year ended December 31,
2008, there were 87,942,177 shares of Common Stock outstanding as of March 6,
2009. As of April 28, 2009, Bel Ventures directly owned, and Bel beneficially
owned, an aggregate of 7,338,998 shares of Common Stock, or 8.35% 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 April 29, 2009, 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 April 29, 2009, between Bel Fuse Inc. and Bel
Ventures Inc.
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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: April
29, 2009
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BEL
FUSE INC.
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By:
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/s/
Daniel Bernstein
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Name:
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Daniel
Bernstein
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Title:
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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:
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Daniel
Bernstein
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Title:
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President
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EXHIBIT
1
April 29,
2009
VIA FACSIMILE ((805)
383-5898) AND OVERNIGHT DELIVERY
Tina D.
McKnight, Secretary
For
Distribution to the Board of Directors
Power-One,
Inc.
740 Calle
Plano
Camarillo,
California 93012
Board of
Directors:
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 7,338,998 shares of the Company’s common stock, or approximately 8.35% of
the outstanding shares.
Power-One
recently announced its financial results for the fiscal quarter ended March 31,
2009, and entered into an agreement with Silver Lake Sumeru (“Silver Lake”),
pursuant to which Silver Lake will make a $60 million investment in the Company,
consisting of $23.6 million of convertible preferred stock, $36.4 million senior
convertible notes, and 8.7 million warrants for Power-One common
stock.
The
Silver Lake transaction illustrates Power-One’s inability to stray from what we
believe has proven and continues to be a losing strategy: the incurrence of
expensive debt and the refusal by the Company to divest of one or more of its
business units in order to reduce debt. Moreover, the Silver Lake
transaction will result in substantial dilution to the Company and will, in our
view, adversely impact the Company’s stock price, to the detriment of all of its
stockholders.
As the
Company’s revenue continues to decline, the Company has blamed, in its press
release issued on April 23, 2009, the weakening global
economy. However, the Company’s stock price has declined by
approximately 72% since January 1, 2008 and approximately 85% over the last
three years. In our opinion, this decline cannot and should not be
excused by the recent turmoil in global financial markets. The
Company’s stock has consistently underperformed both the broad stock market as
well as other industrial peers for each period from December 31, 2003 through
December 31, 2008. This is appalling, especially given the fact that
viable strategic alternatives have not been fully vetted or
explored.
Power-One
continues to ignore our concerns, as expressed in previous letters, at the
expense of all stockholders. 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 the high-growth
Renewable Energy inverters segment. We continue to believe that Power-One must
divest the DC/DC converters segment so that it may eliminate a substantial
portion of its debt with the sale proceeds.
We urge
the Company to immediately implement the changes to the Company that we have
suggested. We would be happy to be part of any process to assist Power-One and
continue to reiterate our desire to meet with the Power-One Board of Directors
to further outline our strategy for enhancing stockholder value.
Regards,
Daniel J.
Bernstein
CEO and
President
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. 5 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: April
29, 2009
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BEL
FUSE INC.
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By:
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/s/
Daniel Bernstein
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Name:
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Daniel
Bernstein
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Title:
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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:
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Daniel
Bernstein
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Title:
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President
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