SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BEL FUSE INC.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1) the filing fee is based on the
proposed maximum aggregate value of the transaction calculated as the
sum of (i) 2,000,000 shares of Registrant's Common Stock times $18.25,
the average of the high and low prices as reported by the NASDAQ/NMS
on December 16, 1993 and (ii) $10,000 the cash portion of the
consideration to be paid by the registrant in the proposed
transaction.
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Excbange Act Rule
1-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------
(2) Form, schedule or registration statement no.:
--------------------------------------------------------------
(3) Filing party:
Registrant
--------------------------------------------------------------
(4) Date filed:
--------------------------------------------------------------
- ------------
(i) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[BEL FUSE LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
BEL FUSE INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bel Fuse
Inc. will be held at the Newark Airport Marriott Hotel, Newark International
Airport, Newark, New Jersey 07114, on Thursday, May 25, 1995 at 2:00 P.M. for
the following purposes:
1. To elect two directors.
2. To consider and act upon other matters which may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 10, 1995 as
the date for determining the shareholders of record entitled to receive notice
of, and to vote at, the Annual Meeting.
By Order of the Board of Directors
ROBERT H. SIMANDL, Secretary
Jersey City, New Jersey
April 27, 1995
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE>
BEL FUSE INC.
--------------
PROXY STATEMENT
--------------
The following statement is furnished in connection with the solicitation by
the Board of Directors of Bel Fuse Inc. ("Bel" or the "Company"), a New Jersey
corporation with its principal executive offices at 198 Van Vorst Street, Jersey
City, New Jersey 07302, of proxies to be used at Bel's Annual Meeting of
Shareholders to be held at the Newark Airport Marriott Hotel, Newark
International Airport, Newark, New Jersey, 07114 on Thursday, May 25, 1995 at
2:00 P.M. This Proxy Statement and the enclosed form of proxy are first being
sent to shareholders on or about April 27, 1995.
Voting; Revocation of Proxies
A form of proxy is enclosed for use at the Annual Meeting if a shareholder
is unable to attend in person. Each proxy may be revoked at any time before it
is exercised by giving written notice to the secretary of the meeting. A
subsequently dated proxy will, if properly presented, revoke a prior proxy. Any
shareholder may attend the meeting and vote in person whether or not he has
previously given a proxy. All shares represented by valid proxies pursuant to
this solicitation (and not revoked before they are exercised) will be voted as
specified in the form of proxy. If a proxy is signed but no specification is
given, the shares will be voted to elect the Board's nominees to the Board of
Directors.
Proxy Solicitation
The entire cost of soliciting these proxies will be borne by Bel. In
following up the original solicitation of the proxies by mail, Bel may make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy materials to the beneficial owners of
stock held of record by such persons and may reimburse them for their expenses
in so doing. If necessary, Bel may also use its officers and their assistants to
solicit proxies from the shareholders, either personally or by telephone or
special letter.
Vote Required; Shares Entitled to Vote; Principal Shareholders
The presence in person or by proxy of holders of a majority of the
outstanding shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), will constitute a quorum for the transaction of business at the
Company's Annual Meeting. Assuming that a quorum is present, the election of
directors will require the affirmative vote of a plurality of the shares of
Common Stock represented and entitled to vote at the Annual Meeting. For
purposes of determining the votes cast with respect to any matter presented for
consideration at the Annual Meeting, only those cast "for" or "against" are
included. Abstentions and broker non-votes are counted only for the purpose of
determining whether a quorum is present at the Annual Meeting. Holders of Common
Stock are not entitled to cumulative voting in the election of directors.
Holders of record of the Common Stock at the close of business on April 10,
1995 (the record date fixed by the Board of Directors) will be entitled to
notice of, and to vote at, the Annual Meeting. At the close of business on the
record date, there were 4,976,445 shares of Common Stock outstanding and
entitled to vote at the meeting. Each such share is entitled to one vote on all
matters to come before the meeting.
1
<PAGE>
The Company's management is not aware of any individual or entity that
owned of record or beneficially more than five percent of the Common Stock as of
March 15, 1995 other than Elliot Bernstein, Howard B. Bernstein, Daniel
Bernstein, Dimensional Fund Advisors Inc. ("Dimensional") and FMR Corp. ("FMR").
Elliot Bernstein is the Chairman of the Board, Chief Executive Officer and a
Director of the Company. Howard B. Bernstein is a Director of the Company.
Daniel Bernstein is President and a Director of the Company. The business
address of Elliot Bernstein, Howard B. Bernstein and Daniel Bernstein is 198 Van
Vorst Street, Jersey City, New Jersey 07302. For information regarding the
number of shares owned by Elliot Bernstein, Howard B. Bernstein and Daniel
Bernstein, see "Election of Directors."
Pursuant to filings made by Dimensional and FMR with the Securities and
Exchange Commission, these entities beneficially owned the following number of
shares of the Company's Common Stock as of December 31, 1994:
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Class
------------------- ----------------------- ----------
Dimensional Fund Advisors, Inc. ....... 327,600(A) 6.6%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. ............................. 427,900(B) 8.6
82 Devonshire Street
Boston, MA 02109
- ------------
(A) All of these shares are owned by advisory clients of Dimensional.
(B) Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR and an
investment adviser registered under the Investment Advisers Act of 1940,
may be deemed to be the beneficial owner of the shares listed above as a
result of acting as investment adviser to several of Fidelity's investment
companies (the "Funds"). Edward C. Johnson 3d (Chairman of FMR), FMR
through its control of Fidelity, and the Funds each has sole power to
dispose of these 427,900 shares. The ownership of one investment company,
Fidelity Low-Priced Stock Fund, amounted to 427,900 shares or 8.6% of the
Common Stock outstanding. Fidelity Low-Priced Stock Fund has its principal
business office at 82 Devonshire Street, Boston, Massachusetts 02109.
Neither FMR nor Edward C. Johnson has the sole power to vote or direct the
voting of the shares owned directly by the Funds, which power resides with
the Funds' Boards of Trustees.
The information furnished in Notes A and B above is based on filings made by
Dimensional and FMR with the Securities and Exchange Commission.
1996 Annual Meeting; Nominations
Shareholders intending to present proposals at the 1996 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
December 27, 1995 in order for such proposals to be eligible for inclusion in
the Company's proxy statement and proxy card relating to next year's meeting.
2
<PAGE>
ELECTION OF DIRECTORS
The Company's directors are elected on a staggered term basis, with each
class of directors being as nearly equal as possible, and standing for
re-election once in each three-year period. The holders of the Common Stock will
elect two directors for three year terms at the Annual Meeting.
Unless a shareholder either indicates "withhold authority" on his proxy or
indicates on his proxy that his shares should not be voted for certain nominees,
it is intended that the persons named in the proxy will vote for the election as
a director of the persons named in Table I below to serve until the expiration
of their terms and thereafter until their successors shall have been duly
elected and shall have qualified. Discretionary authority is also solicited to
vote for the election of a substitute for said nominees if they, for any reason
presently unknown, cannot be candidates for election.
Table I sets forth the name and age of each of the nominees for election to
the Board of Directors, the positions and offices presently held by each such
person within Bel, the period during which each such person has served on the
Board of Directors of Bel, the expiration of his term, the principal occupations
and employment of each such person during the past five years, and the number of
shares of Bel's Common Stock which he beneficially owned as of March 15, 1995.
Table II sets forth comparable information with respect to those directors whose
terms of office will continue beyond the date of the Annual Meeting. Unless
otherwise indicated, positions have been held for more than five years. Unless
otherwise stated in the footnotes following the tables, the nominees and other
directors listed in the tables have sole power to vote and dispose of the shares
which they beneficially owned as of March 15, 1995.
TABLE I
NOMINEES FOR ELECTION AS DIRECTOR
<TABLE>
<CAPTION>
Shares Beneficially Owned
as of March 15, 1995(A)
-------------------------
Director Expiration Number Percent
Name and Age Since of Term Business Experience of Shares of Class
------------ ----- ------- ------------------------------- ---------- --------
<S> <C> <C> <C> <C> <C>
Daniel Bernstein, 41 ..... 1986 1998 President (June 1992 to Present) 280,105(C) 5.6%
of the Company; Vice President
and Treasurer of the Company
(prior years to June 1992);
Managing Director of the
Company's Macau subsidiary
(1991 to Present)(B).
David Olsan, 62 .......... 1986 1998 Managing Director of Stuyvesant 3,200 *
Capital Management Corp.
(1988 to Present).
</TABLE>
3
<PAGE>
TABLE II
OTHER DIRECTORS
<TABLE>
<CAPTION>
Shares Beneficially Owned
as of March 15, 1995(A)
-------------------------
Director Expiration Number Percent
Name and Age Since of Term Business Experience of Shares of Class
------------ ----- ------- ------------------------------- ---------- --------
<S> <C> <C> <C> <C> <C>
Elliot Bernstein, 71 ..... 1949 1996 Chairman of the Board (June 549,975(D) 11.0%
1992 to Present) and Chief
Executive Officer of the
Company; President of the
Company (prior years to June
1992)(B)
Howard B. Bernstein, 69 .. 1954 1997 Former consultant to the 319,300(E) 6.4%
Company (1986 to 1990)(B).
Peter Gilbert, 47 ........ 1987 1996 President and Chief Executive 200 *
Officer of The Gilbert
Manufacturing Company, [a
division of Larsdale, Inc.,
Boston, Massachusetts]
(manufacturer of electrical
components).
Robert H. Simandl, 66 .... 1967 1996 Secretary of the Company; 5,170(F) *
Practicing Attorney; Member of
the law firm of Simandl & Gerr
(January 1992 to January 1995);
member of the law firm of Robert
H. Simandl, Counselor of Law
(prior years).
- --------------
<FN>
(A) There were 4,975,445 shares of Common Stock outstanding as of March 15,
1995.
(B) Messrs. Elliot and Howard B. Bernstein are brothers. Daniel Bernstein is
Elliot Bernstein's son and Howard B. Bernstein's nephew.
(C) Includes 15,000 shares exercisable by Daniel Bernstein upon the exercise of
stock options and 32,000 shares held by Daniel Bernstein as trustee for his
children. Also includes 2,341 shares allocated to Daniel Bernstein in the
Company's 401(k) Plan over which he has voting but no investment power.
(D) Includes 25,000 shares exercisable by Elliot Bernstein upon the exercise of
stock options, 26,800 shares held of record by Elliot Bernstein's wife and
32,600 shares owned by a not-for-profit foundation of which Mr. Bernstein
is President and Trustee. Also includes an aggregate of 8,655 shares
allocated to Elliot Bernstein in the Company's Far East Retirement Plan
over which he has voting but no investment power.
(E) Includes 500 shares held of record by Howard Bernstein's wife. Mr.
Bernstein disclaims beneficial ownership of these shares.
(F) Includes 4,400 shares held of record by Mr. Simandl's wife.
* Shares constitute less than one percent of the shares of Common Stock
outstanding.
</FN>
</TABLE>
4
<PAGE>
The current executive officers and directors of Bel as a group (9 persons)
beneficially owned 1,184,256 shares of Common Stock (or 23.6% of the outstanding
shares of Common Stock) as of March 15, 1995, including 46,250 shares
exercisable upon the exercise of stock options and 17,864 shares allocated in
the Company's 401(k) Plan and Far East Retirement Plan over which they have
voting but no investment power.
Of the shares of Common Stock beneficially owned by the Company's Named
Officers (as defined below), the tables above present information regarding the
beneficial ownership of the Company's Chairman of the Board and Chief Executive
Officer (Mr. Elliot Bernstein) and President (Mr. Daniel Bernstein). The other
Named Officers beneficially owned the following number of shares as of March 15,
1995, all of which constituted less than one percent of the shares of Common
Stock outstanding: Arnold Sutta, 12,385 shares, including 3,947 shares allocated
to Mr. Sutta in the Company's 401(k) Plan over which he has voting but no
investment power; and Colin Dunn, 7,232 shares, representing 6,250 shares
exercisable by Mr. Dunn upon the exercise of stock options and 982 shares
allocated to Mr. Dunn in the Company's 401(k) Plan over which he has voting but
no investment power. Mr. Donald Morehouse, who is also a Named Officer for
purposes of the Summary Compensation Table contained herein, died on February
16, 1995. As of March 15, 1995, Mr. Morehouse's estate owned 7,000 shares of
Common Stock, including 4,194 shares allocated to Mr. Morehouse in the Company's
401(k) Plan over which he had voting but no investment power.
5
<PAGE>
Summary of Cash and Certain Other Compensation
The following table sets forth, for the fiscal years ended December 31,
1992, 1993 and 1994, the annual and long-term compensation of the Company's
Chief Executive Officer and the four other most highly compensated executive
officers of Bel during 1994 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
Annual Compensation ---------------------
------------------------------- Securities Underlying All Other
Name and Principal Position Year Salary Bonus Other(B) Options/SARs(#) Compensation(C)
- --------------------------- ---- -------- ----- -------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein .............. 1994 $350,000 -- -- 20,000 $31,756
Chairman and Chief 1993 350,000 -- -- -- 31,256
Executive Officer 1992 350,000 -- -- -- 36,983
Daniel Bernstein .............. 1994 111,466 -- -- 20,000 10,677
President 1993 111,115 -- -- -- 8,285
1992 105,500 -- -- -- 9,918
Arnold Sutta .................. 1994 114,195 -- -- -- 6,728
Vice President 1993 112,701 -- -- -- 4,991
1992 114,240 -- -- -- 5,797
Donald Morehouse .............. 1994 112,681 -- -- -- 7,009
Vice President 1993 111,971 -- -- -- 4,159
1992 112,716 -- -- -- 4,466
Colin Dunn .................... 1994 114,808 -- -- 15,000 5,720
Vice President 1993 114,231 -- -- -- 3,951
and Treasurer 1992 109,237(A) -- -- -- 3,480
- --------------
<FN>
(A) The table above presents information regarding Mr. Dunn's compensation
throughout 1992, including periods during which he was not an executive
officer of the Company.
(B) During 1994, no Named Officer received perquisites (i.e., personal
benefits) in excess of the lesser of $50,000 or 10% of such individual's
reported salary and bonus.
(C) Compensation reported under this column for 1994 includes: (i)
contributions of $24,500 for Mr. Bernstein to the Company's Far East
Retirement Plan and contributions of $6,677, $6,728, $7,009 and $5,720,
respectively, for Messrs. Daniel Bernstein, Sutta, Morehouse and Dunn,
respectively, to the Company's 401(k) Plan, to match 1994 pre-tax elective
deferral contributions (included under "Salary") made by each Named Officer
to such Plans, such contributions being made in shares of the Company's
Common Stock, (ii) $4,000 paid to each of Mr. Elliot Bernstein and Mr.
Daniel Bernstein as directors' fees, and (iii) $3,256 paid by the Company
as a premium for term life insurance for Mr. Elliot Bernstein.
</FN>
</TABLE>
6
<PAGE>
Stock Option Grants
The Company maintains a Stock Option Plan (the "Option Plan") for
employees. The options granted under the Option Plan generally have terms of
five years and terminate at or within a specified period of time after the
optionee's employment with the Company ends. Options are exercisable in
installments determined at the date of grant. The following table contains
information regarding the grant of stock options under the Option Plan to the
Named Officers during the year ended December 31, 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
------------------------------------------------------ Value at Assumed
Number of Percent of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise or For Option Term(A)
Options/SARs Employees Base Price Expiration -------------------
Name Granted (#) in 1994 ($/sh.) Date 5%($) 10%($)
- ----- ------------ ----------- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein ............. 20,000 10.7 7.70 9/27/1999 25,200 71,400
Daniel Bernstein ............. 20,000 10.7 7.70 9/27/1999 25,200 71,400
Arnold Sutta ................. -- -- -- -- -- --
Donald Morehouse ............. -- -- -- -- -- --
Colin Dunn ................... 15,000 8.0 7.00 9/27/1999 29,400 64,050
- ------------
<FN>
(A) Amounts represent hypothetical gains that could be achieved if the listed
options were exercised at the end of the option term. These gains are based
on assumed rates of stock price appreciation of 5% and 10%, compounded
annually from the date the options were granted to their expiration date,
based upon the fair market value of the Common Stock as of the date the
options were granted. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent upon the future performance of the
Company and overall financial market conditions. There can be no assurance
that amounts reflected in this table will be achieved.
</FN>
</TABLE>
Option Exercises and Holdings
The following table sets forth information regarding stock option exercises
by the Named Officers during the year ended December 31, 1994, including the
aggregate value of gains on the date of exercise. In addition, the following
table provides data regarding the number of shares covered by both exercisable
and non-exercisable stock options at December 31, 1994. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and $8.25, the closing sale price of the
Company's Common Stock on December 30, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Common Value realized Number of Securities In-the-Money
Shares (Market Price Underlying Unexercised Options/SARs
Acquired on Exercise Options/SARs at Year-End (#) at Year-End ($)
on Date Less ---------------------------- ---------------------------
Name Exercise (#) Exercise Price) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein -- -- 25,000 20,000 147,750 11,000
Daniel Bernstein -- -- 15,000 20,000 88,650 11,000
Arnold Sutta 2,813 9,494 -- -- -- --
Donald Morehouse 2,806 11,750 -- -- -- --
Colin Dunn -- -- 6,250 15,000 28,125 18,750
</TABLE>
7
<PAGE>
The Board of Directors; Committees of the Board; Directors' Compensation
The Company's Board of Directors holds a regular meeting immediately before
the Annual Meeting of Shareholders and meets on other occasions throughout the
year. During 1994, the Board held four meetings.
Bel's Board has an Executive Committee, a Compensation Committee and an
Audit Committee. The Executive Committee is composed of Messrs. Elliot
Bernstein, Daniel Bernstein and Robert H. Simandl; the Compensation Committee is
composed of Messrs. Peter Gilbert and Robert H. Simandl; the Audit Committee is
composed of Messrs. Peter Gilbert and David Olsan. The function of the Executive
Committee is to act in the place of the Board when the Board cannot be convened.
The Compensation Committee is charged with the responsibility of administering
the Company's Stock Option Plan and also reviews the compensation of Bel's
executive officers. The Audit Committee reviews significant audit and accounting
principles, policies and practices, and meets with the Company's independent
auditors. During 1994, the Executive Committee held one meeting, the
Compensation Committee held two meetings and the Audit Committee held two
meetings.
All directors of the Company's foreign subsidiaries receive an annual fee
of $4,000. In 1994, directors of the Company received an annual retainer of
$6,000, $750 for each Board meeting they attend and $500 for each committee
meeting which they attend. Directors who are executive officers of the Company
will not receive directors' fees otherwise payable to directors of the Company,
but will receive an annual retainer of $4,000 if they are directors of the
Company's foreign subsidiaries. During 1994, Mr. David Olsan received an
aggregate of $5,000 as reimbursement for expenses incurred in performing certain
investment activities on behalf of the Company.
Performance Graph
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1989 in (i) Bel's
Common Stock, (ii) the NASDAQ Stock Index, and (iii) the NASDAQ Electronic
Components Stock Index. The graph is calculated assuming that all dividends are
reinvested during the relevant periods. The graph shows how a $100 investment
would increase or decrease in value over time, based on dividends and increases
or decreases in market prices.
8
<PAGE>
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
BEL FUSE INC.
Prepared by the Center for Research in Security Prices
<TABLE>
<CAPTION>
12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Bel Fuse ................................ 100 57.6 212.1 430.3 206.1 200.0
Nasdaq Stock Market (US Companies) ...... 100 84.9 136.3 158.6 180.9 176.9
Nasdaq Electronic Components Stocks ..... 100 97.0 138.2 215.9 296.5 328.1
- ---------
<FN>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/29/89.
</FN>
</TABLE>
9
<PAGE>
Compensation Committee Report on Executive Compensation
Decisions on compensation of Bel's executive officers generally are made by
the Compensation Committee of the Board of Directors (the "Committee"). Each
member of the Committee is a non-employee director of Bel. Pursuant to
Securities and Exchange Commission rules designed to enhance disclosure of
corporate policies regarding executive compensation, Bel has set forth below a
report submitted by the Committee addressing Bel's compensation policies for
1994 as they affected Elliot Bernstein (the Chief Executive Officer) and the
other Named Officers.
The goals of Bel's compensation policies for executive officers are to
provide a competitive level of base salary and other benefits to attract, retain
and motivate high caliber personnel.
The Company's compensation program consists primarily of base salary and
long-term incentive awards. In making its compensation decisions, the Committee
analyzes the Company's performance, the individual's performance in terms of the
fulfillment of responsibilities related to the applicable position, and the
individual's contribution to the Company.
Executive officers receive performance and salary reviews each year. Salary
increases are based on an evaluation of the extent to which a particular
executive officer is determined to have assisted the Company in meeting its
business objectives and in contributing to the growth and performance of the
Company.
The Company and the Chief Executive Officer agreed in each of the last
three years that the Chief Executive Officer's salary would not be increased.
The salary of Daniel Bernstein, President of the Company, was raised during 1993
to reflect Mr. Bernstein's increased responsibilities and his performance of
those responsibilities as President of the Company. The salaries of Messrs.
Sutta and Morehouse (who died in February 1995) remained relatively constant
during the past three years. The salary of Mr. Dunn, who became an executive
officer during 1992, was increased in 1993 to reflect his increased
responsibilities.
The Company's long-term incentive award program includes the grant of stock
options. Stock options only produce value to executives if the price of the
Company's stock appreciates, thereby directly linking the interests of
executives with those of stockholders. All of the Company's stock options have
been granted at exercise prices at least equal to the market price on the grant
date. During 1994, the Committee granted stock options to Elliot Bernstein,
Daniel Bernstein and Colin Dunn. The Committee believed that the grant of these
options was appropriate to reward the individuals for their continued loyalty to
the Company and their efforts on the Company's behalf as well as to motivate
them to continue to perform in the future. The Committee believed that the
option grants were appropriate in light of the performance of these individuals,
despite the fact that the Company incurred a loss for 1994.
Pursuant to the Company's domestic 401(k) Plan and Far East Retirement
Plan, the Company makes matching contributions of pre-tax elective deferral
contributions made by executive officers. The Company's matching contributions
are made in shares of Bel's Common Stock. Bel believes that these plans are an
important element in executive long-term compensation and foster the retention
and motivation of qualified executives.
During 1993, the Omnibus Reconciliation Act of 1993 was enacted. This Act
includes potential limitations on the deductibility of compensation in excess of
$1 million paid to the Company's five highest paid officers beginning in 1994.
Based on preliminary regulations issued by the Internal Revenue Service and an
analysis by the Company to date, the Company believes that any compensation
realized in connection with the exercise of stock options granted by the Company
will continue to be deductible as performance-based compensation. The Committee
and the entire Board of Directors will continue to evaluate the impact of this
legislation on Bel's compensation program and intends
10
<PAGE>
to submit appropriate proposals to stockholders at future meetings if necessary
in order to maintain the deductibility of executive compensation.
Respectfully submitted,
ROBERT H. SIMANDL
PETER GILBERT
Compensation Committee Interlocks and Insider Participation
Robert H. Simandl served as a member of the Compensation Committee of the
Company's Board of Directors during 1994. Mr. Simandl has served as the
Company's Secretary for more than the past five years.
Mr. Simandl and his predecessor firms have served as general counsel to the
Company for more than five years. Fees received by Mr. Simandl's firm from the
Company during 1994 were not material. The Company will retain Mr. Simandl in
1995.
Relationship With Independent Public Accountants
Deloitte & Touche LLP, independent certified public accountants, has been
selected by the Board of Directors to audit and report on Bel's financial
statements for the year ending December 31, 1995. Deloitte & Touche LLP began
auditing Bel in 1983. A representative of Deloitte & Touche LLP is expected to
be present at the Annual Meeting and will have an opportunity to make a
statement if he so desires. The representative is expected to be available to
respond to appropriate questions from shareholders.
Other Matters
At the time this Proxy Statement was mailed to shareholders, management was
not aware that any matter other than the election of directors would be
presented for action at the Annual Meeting. If other matters properly come
before the Meeting, it is intended that the shares represented by proxies will
be voted with respect to those matters in accordance with the best judgment of
the persons voting them.
By Order of the Board of Directors
ROBERT H. SIMANDL
Secretary
Dated: April 27, 1995
A copy of the Company's annual report for the year ended December 31, 1994,
including financial statements, accompanies this Proxy Statement. The annual
report is not to be regarded as proxy soliciting material or as a communication
by means of which any solicitation is to be made.
11
<PAGE>
BEL FUSE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS,
May 25, 1995
The undersigned hereby appoints Howard B. Bernstein, Robert H. Simandl and
Peter Gilbert, and each of them, attorneys and proxies, with power of
substitution in each of them, to vote for and on behalf of the undersigned at
the annual meeting of the shareholders of the Company to be held on May 25,
1995, and at any adjournment thereof, upon matters properly coming before the
meeting, as set forth in the related Notice of Meeting and Proxy Statement, both
of which have been received by the undersigned. Without otherwise limiting the
general authorization given hereby, said attorneys and proxies are instructed to
vote as follows:
1. Election of the Board's nominees for Director. (The Board of Directors
recommends a vote "FOR".)
FOR the nominees listed below (except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for the nominees listed below [ ]
Nominees: Daniel Bernstein and David Olsan
INSTRUCTION: To withhold authority to vote for any individual nominee
listed above, write the nominee's name in the space provided below.
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2. Upon all such other matters as may properly come before the meeting and/or
any adjournment or adjournments thereof, as they in their discretion may
determine. The Board of Directors is not aware of any such other matters.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS
PROXY WILL BE VOTED FOR THE BOARD'S NOMINEES.
Dated: _____________________ , 1995
Signed ____________________________
____________________________
Please sign this proxy and return it
promptly whether or not you expect to
attend the meeting. You may
nevertheless vote in person if you
attend.
Please sign exactly as your name
appears hereon. Give full title if an
Attorney, Executor, Administrator,
Trustee, Guardian, etc.
For an account in the name of two or
more persons, each should sign, or if
one signs, he should attach evidence
of his authority.
