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): March 30, 2011
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BEL FUSE INC.
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(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
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(Former name or former address, if changed since last report.)
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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):
x 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))
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Item 2.02.
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Results of Operations and Financial Condition.
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Bel Fuse Inc. (the “Company”) is furnishing an Investor Presentation and Factsheet as exhibits to this Current Report on Form 8-K. The Investor Presentation and Factsheet will also be posted on the Company’s website, www.belfuse.com, and management expects to reference the Investor Presentation and Factsheet in meetings with investors from time-to-time. The Investor Presentation and Factsheet each contain information about the Company’s results of operations and financial condition for prior periods. A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Factsheet is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The Investor Presentation and Factsheet each include forward-looking information, including information relating to the Company’s financial goals. All forward-looking statements in the Investor Presentation and Factsheet are based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of the Company’s management. We encourage you to carefully review the disclosures made regarding the limitations inherent in forward-looking statements on the final page of each of the Investor Presentation and Factsheet under the caption “Forward-Looking Statements”.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 7.01.
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Regulation FD Disclosure.
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The information contained in Item 2.02 is incorporated herein by reference.
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Item 8.01.
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Other Events.
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The information contained in Item 2.02 is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Exhibits
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99.1
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Investor Presentation.
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99.2
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Factsheet.
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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.
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BEL FUSE INC.
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(Registrant)
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Date: March 30, 2011
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By:
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/s/ Daniel Bernstein |
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Daniel Bernstein
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Exhibits
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99.1
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Investor Presentation.
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99.2
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Factsheet.
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Exhibit 99.1
Exhibit 99.2
ABOUT BEL FUSE INC.
Bel (www.belfuse.com) and its divisions are primarily engaged in the design, manufacture, and sale of products used in networking, telecommunications, high-speed data transmission, commercial aerospace, military, transportation, and consumer electronics. Products include magnetics (discrete components, power transformers and MagJack® connectors with integrated magnetics), modules (DC-DC converters, integrated analog front-end modules and custom designs), circuit protection (miniature, micro and surface mount fuses) and interconnect devices (micro, circular and filtered D-Sub connectors, passive jacks, plugs and high-speed cable assemblies). Bel operates facilities around the world.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of Pulse Electronics Corporation (“Pulse Electronics”) has commenced at this time. In connection with Bel’s proposed business combination with Pulse Electronics, Bel may file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”). Any definitive tender offer documents will be mailed to shareholders of Pulse Electronics. INVESTORS AND SECURITY HOLDERS OF PULSE ELECTRONICS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Bel through the web site maintained by the SEC at http://www.sec.gov.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Bel, together with the other Participants (as defined below), has made a preliminary filing with the SEC of a proxy statement (the “Preliminary Proxy Statement”) and accompanying GOLD proxy card to be used to solicit proxies for the election of its slate of director nominees at the 2011 annual meeting of shareholders of Pulse Electronics.
BEL STRONGLY ADVISES ALL SHAREHOLDERS OF PULSE ELECTRONICS TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT ANG GOLD PROXY CARD WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
The Participants in the proxy solicitation are anticipated to be Bel, Bel Ventures Inc. (“Bel Ventures”), Timothy E. Brog and James Dennedy and the officers, directors and employees of Bel listed on Schedule I of the Preliminary Proxy Statement (collectively, the “Participants”). As of the date hereof, the Participants collectively own an aggregate of 341,725 shares of Pulse Electronics Common Stock, consisting of the following: (1) 368 shares owned directly by Bel and (2) 341,357 shares owned directly by Bel Ventures.
FORWARD-LOOKING STATEMENTS
Except for historical information contained in this presentation, the matters discussed in this presentation 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 market concerns facing our customers; the continuing viability of sectors that rely on our products; the effects 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 our new products and competitive responses to those new products; and the risk factors detailed from time to time in our 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.