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): December 28, 2009
BEL FUSE INC.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
0-11676 22-1463699
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(Commission File Number) (IRS Employer Identification No.)
206 Van Vorst Street, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 December 28, 2009, the Registrant entered into a stock
purchase agreement with Safran USA, Inc. ("Safran U.S.") and Safran UK
Limited (together with Safran U.S., the "Sellers"). Subject to the
satisfaction of certain conditions, including the consent and/or
approval of certain third parties with respect to the transfer or
assignment of certain contractual obligations and other liabilities,
the stock purchase agreement provides for the sale to the Registrant
or its designee of all of the issued and outstanding capital stock of
Cinch Connectors, Inc. ("Cinch U.S.") and Cinch Connectors Limited
("Cinch U.K.") in exchange for an aggregate purchase price of
$37,500,000.00 in cash, funded with cash on hand, plus approximately
$1,500,000.00 for the assumption of certain expenses. The final
purchase price is subject to certain adjustments related to working
capital. As part of the stock purchase agreement, the Registrant or
its designee shall also be acquiring all of the issued and outstanding
capital stock of Cinch Connectors de Mexico, S.A. de C.V. (together
with Cinch U.S. and Cinch U.K., the "Cinch Companies"), 99.9% of which
is owned by Cinch U.S and 0.1% of which will be transferred from
Labinal Investments, Inc., an affiliate of the Sellers.
The Cinch Companies manufacture a broad range of
interconnect products for customers in the military and aerospace,
high-performance computing, telecom/datacom, and transportation
markets.
The Registrant has issued a press release describing the
execution and delivery of the stock purchase agreement.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press release dated December 28, 2009.
SIGNATURES
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.
BEL FUSE INC.
By: /s/ Colin Dunn
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Name: Colin Dunn
Title: Vice President of Finance
Dated: December 28, 2009
EXHIBIT INDEX
Exhibit 99.1 - Press release dated December 28, 2009.
[GRAPHIC OMITTED] Bel Fuse Inc.
206 Van Vorst Street
FOR IMMEDIATE RELEASE Jersey City, NJ 07302
www.belfuse.com
tel 201.432.0463
fax 201.432.9542
Investor Contact: Company Contact:
Neil Berkman Associates Daniel Bernstein
(310) 826-5051 President
info@berkmanassociates.com (201) 432-0463
Bel Agrees to Acquire Cinch Connectors
From Safran S.A. For $39 Million
JERSEY CITY, New Jersey, December 28, 2010 -- Bel Fuse Inc. (NASDAQ:BELFA
and NASDAQ:BELFB) announced today that it has agreed to acquire Cinch Connectors
from Safran S.A. (ENXTPA:SAF), a leading French industrial group, for $37.5
million in cash plus approximately $1.5 million for the assumption of certain
expenses. The transaction will be funded with cash on hand.
Headquartered in Lombard, Illinois and with manufacturing facilities in
Vinita, Oklahoma, Reynosa, Mexico and Worksop, England, Cinch had revenue for
2009 of approximately $60 million. Cinch manufactures a broad range of
interconnect products for customers in the military and aerospace,
high-performance computing, telecom/datacom, and transportation markets. Cinch's
products include CIN::APSE & iQ, Omega, Dura-Con, Cables, Header & Harness
Connectors, ModICE & ICE, and AMC Connectors, as well as miniature ribbons,
D-subminiature connectors, Filtered D-subminiatures, barrier blocks and jones
plugs & sockets.
"Cinch stands out in the highly fragmented connector market because of its
innovative technologies, breadth of product offerings, outstanding customer
service, and exceptional product performance," said Daniel Bernstein, President
of Bel. "Cinch's products and manufacturing assets are a natural addition to
Bel's, and we see attractive growth opportunities in the combination of our
extensive customer bases. We expect this acquisition to close in early 2010, and
to be accretive to Bel's earnings in 2010."
About Bel
Bel (www.belfuse.com) and its subsidiaries are primarily engaged in the
design, manufacture and sale of products used in networking, telecommunications,
high speed data transmission, and consumer electronics. Products include
magnetics (discrete components, power transformers and MagJack(R)s), modules
(DC-DC converters, integrated analog front end modules and custom designs),
circuit protection (miniature, micro and surface mount fuses) and interconnect
devices (passive jacks, plugs and cable assemblies). Bel operates facilities
around the world.
Forward-Looking Statements
Except for historical information contained in this news release, the
matters discussed in this press release (including statements regarding growth
opportunities and the accretive nature of the transaction) are forward looking
statements that involve risks and uncertainties. Among the factors that could
cause actual results to differ materially from such statements are: the
satisfaction of closing conditions in the purchase agreement, the risks
associated with integrating two businesses, the market concerns facing the
combined company's customers, the continuing viability of sectors that rely on
the combined company's products, the effect of business and economic conditions;
capacity and supply constraints or difficulties; product development,
commercializing or technological difficulties; the regulatory and trade
environment; risks associated with foreign currencies; uncertainties associated
with legal proceedings; the market's acceptance of the combined company's new
products and competitive responses to those new products and the risk factors
detailed from time to time in the Company's SEC reports. In light of the risks
and uncertainties, there can be no assurance that any forward-looking statement
will in fact prove to be correct. We undertake no obligation to update or revise
any forward-looking statements.
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