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): January 29, 2010
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 2.01 Completion of Acquisition or Disposition of Assets.
On January 29, 2010, Bel Fuse Inc., a New Jersey corporation (the
"Registrant"), completed its acquisition of all of the issued and
outstanding capital stock (the "Stock") of Cinch Connectors, Inc. ("Cinch
U.S.") and Cinch Connectors Limited ("Cinch U.K."). Pursuant to a stock
purchase agreement, dated as of December 28, 2009, among the Registrant,
Safran USA, Inc. ("Safran U.S.") and Safran UK Limited ("Safran U.K." and,
together with Safran U.S., the "Sellers"), the Registrant acquired (i) the
Stock of Cinch U.S. from Safran U.S. and (ii) the Stock of Cinch U.K. from
Safran U.K., in exchange for an aggregate purchase price of approximately
$37,500,000.00 in cash plus approximately $1,500,000.00 for the assumption
of certain expenses. The cash portion of the purchase price was funded with
cash on hand. The final purchase price remains subject to certain
adjustments related to working capital. As part of the stock purchase
agreement, the Registrant also indirectly acquired, through its acquisition
of Cinch U.S., approximately 99.9% of the issued and outstanding capital
stock of Cinch Connectors de Mexico, S.A. de C.V. ("Cinch MX" and, together
with Cinch U.S. and Cinch U.K., the "Cinch Companies"), which such capital
stock is owned by Cinch U.S. The other approximately 0.1% of Cinch MX was
transferred from Labinal Investments, Inc., a wholly-owned subsidiary of
Safran U.S., to Bel Ventures Inc., a wholly-owned subsidiary of the
Registrant.
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 acquisition
of the Cinch Companies.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press release dated January 29, 2010.
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: January 29, 2010
EXHIBIT INDEX
Exhibit 99.1 - Press release dated January 29, 2010.
[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 Completes Acquisition of Cinch Connectors for $39 Million
JERSEY CITY, New Jersey, January 29, 2010 . . . Bel Fuse Inc. (NASDAQ:BELFA
and NASDAQ:BELFB) announced today that it closed the previously announced
acquisition of Cinch Connectors from Safran S.A. (ENXTPA:SAF), a leading French
industrial group, for approximately $37.5 million in cash plus approximately
$1.5 million for the assumption of certain expenses. The final purchase price
remains subject to certain adjustments related to working capital. The
transaction, which was funded with cash on hand, is expected to be accretive to
Bel's earnings in 2010.
"The addition of Cinch's well-established lines of connector and cable
products and extensive customer base provides Bel with immediate access to large
and growing aerospace and military markets and strengthens Bel's position as a
one-stop supplier of high-performance computing, telecom and data products,"
said Dan Bernstein, President of Bel.
Founded in 1920 and headquartered in Lombard, Illinois and with
manufacturing facilities in Vinita, Oklahoma, Reynosa, Mexico and Worksop,
England, Cinch had revenue for 2009 of approximately $56 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.
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 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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