SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)
BEL FUSE INC.
- -------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2), or
item 22(a)(2) of Schedule 14A.
[ ] $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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(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: __________________________________________________________
4) Date filed:_____________________________________________________________
<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 Hilton Hotel, 1170 Spring Street,
Elizabeth, New Jersey 07201, on Wednesday, May 29, 1996 at 2:00 p.m. for the
following purposes:
1. To elect five 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 12, 1996 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 29, 1996
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 Hilton Hotel, 1170 Spring Street,
Elizabeth, New Jersey, 07201 on Wednesday, May 29, 1996 at 2:00 P.M. This Proxy
Statement and the enclosed form of proxy are first being sent to shareholders on
or about April 29, 1996.
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 12,
1996 (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 5,057,695 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
December 31, 1995 other than Elliot Bernstein, Howard B. 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. The business address
of Elliot Bernstein and Howard B. Bernstein is 198 Van Vorst Street, Jersey
City, New Jersey 07302. For information regarding the number of shares owned by
Elliot Bernstein and Howard B. 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, 1995:
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Class
-------------------- ----------------------- ----------
Dimensional Fund Advisors, Inc. ... 325,900(A) 6.5%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. ......................... 505,100(B) 10.0
82 Devonshire Street
Boston, MA 02109
- ----------
(A) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under the Investment Advisers Act of 1940, is deemed to have
beneficial ownership of the shares listed above, which 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 Corp. ("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, including Fidelity Low-Priced Stock Fund (the
"Fidelity Fund"). As of the date specified above, the Fidelity Fund
beneficially owned 505,100 shares or 10.0% of the Common Stock outstanding.
The Fidelity Fund has its principal business office at 82 Devonshire
Street, Boston, Massachusetts 02109. Edward C. Johnson 3d (Chairman of
FMR), FMR through its control of Fidelity, and the Fidelity Fund each has
sole power to dispose of these 505,100 shares; however, neither FMR nor
Edward C. Johnson has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Fund, which power resides with the
Fidelity Fund's 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.
1997 ANNUAL MEETING; NOMINATIONS
Shareholders intending to present proposals at the 1997 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
December 30, 1996 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. At the Annual Meeting, the holders
of the Common Stock will elect a total of five directors: two directors (Elliot
Bernstein and Robert Simandl) for three year terms, two directors (Peter Gilbert
and John Johnson) for two year terms and one director (John Tweedy) for a one
year term.
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 respective 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
April 1, 1996. 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 April 1, 1996.
<TABLE>
TABLE I
NOMINEES FOR ELECTION AS DIRECTOR
<CAPTION>
Shares Beneficially Owned
as of April 1, 1996(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, 72 1949 1999 Chairman of the Board 510,478(C) 10.1%
(June 1992 to Present) and
Chief Executive Officer of
the Company; President of
the Company (prior years to
June 1992)(B)
Peter Gilbert, 48 1987 1998 President and Chief Executive 200 *
Officer of The Gilbert
Manufacturing Company, a
division of Larsdale, Inc.,
Boston, Massachusetts
(manufacturer of electrical
components).
John S. Johnson, 66 1996 1998 Independent consultant (April 1993 0 *
to Present) for various
companies, including the
Company (during 1995);
Corporate Controller of AVX
Corporation (manufacturer of
electronic components) (1978
to March 1993).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned
as of April 1, 1996(A)
-------------------------
Director Expiration Number Percent
Name and Age Since of Term Business Experience of Shares of Class
------------ ----- ------- ------------------- --------- --------
<S> <C> <C> <C> <C> <C>
Robert H. Simandl, 67 1967 1999 Secretary of the Company; 5,170(D) *
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).
John F. Tweedy, 50 1996 1997 Director of Corporate 0 *
Communications of Standard
Microsystems Corp. (supplier
of computer LAN systems)
(July 1995 to Present);
Independent consultant
(November 1994 to July
1995); President and Chief
Executive Officer of
NetVision Corp. (developer
of computer networking
products) (November 1993 to
October 1994); Independent
Consultant (June 1993 to
November 1993); Corporate
Vice President, Systems
Engineering, of Standard
Microsystems Corp. (1988 to
June 1993).
</TABLE>
<TABLE>
TABLE II
OTHER DIRECTORS
<CAPTION>
Shares Beneficially Owned
as of April 1, 1996(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, 42 1986 1998 President (June 1992 to 250,616(E) 4.9%
Present) 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).
Howard B. Bernstein, 70 1954 1997 Retired(B) 295,800(F) 5.9%
</TABLE>
- ---------
(A) There were 5,055,445 shares of Common Stock outstanding as of April 1,
1996.
(B) Messrs. Elliot and Howard B. Bernstein are brothers. Daniel Bernstein is
Elliot Bernstein's son and Howard B. Bernstein's nephew.
4
<PAGE>
(C) Includes 5,000 shares which may be acquired by Elliot Bernstein on or
before May 30, 1996 upon the exercise of stock options, 26,800 shares held
of record by Elliot Bernstein's wife and 22,600 shares owned by a
not-for-profit foundation of which Mr. Bernstein is President and Trustee.
Also includes an aggregate of 4,158 shares allocated to Elliot Bernstein in
the Company's Far East Retirement Plan over which he has voting but no
investment power.
(D) Includes 4,400 shares held of record by Mr. Simandl's wife.
(E) Includes 5,000 shares which may be acquired by Daniel Bernstein on or
before May 30, 1996 upon the exercise of stock options and 32,000 shares
held by Daniel Bernstein as trustee for his children. Also includes 2,852
shares allocated to Daniel Bernstein in the Company's 401(k) Plan over
which he has voting but no investment power.
(F) Includes 500 shares held of record by Howard Bernstein's wife. Mr.
Bernstein disclaims beneficial ownership of these shares.
* Shares constitute less than one percent of the shares of Common Stock
outstanding.
The current executive officers and directors of Bel as a group (11 persons)
beneficially owned 1,081,697 shares of Common Stock (or 21.4% of the outstanding
shares of Common Stock) as of April 1, 1996, including 15,000 shares which may
be acquired on or before May 30, 1996 upon the exercise of stock options and
15,880 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 April 1,
1996, all of which constituted less than one percent of the shares of Common
Stock outstanding: Arnold Sutta, 7,665 shares, including 4,852 shares allocated
to Mr. Sutta in the Company's 401(k) Plan over which he has voting but no
investment power; Colin Dunn, 4,257 shares, representing 3,750 shares which may
be acquired by Mr. Dunn on or before May 30, 1996 upon the exercise of stock
options and 507 shares allocated to Mr. Dunn in the Company's 401(k) Plan over
which he has voting but no investment power; and Joseph Meccariello, 2,516
shares, representing 1,250 shares which may be acquired by Mr. Meccariello on or
before May 30, 1996 upon the exercise of stock options and 1,266 shares
allocated in the Company's 401(k) Plan and Far East Retirement Plan over which
he has voting but no investment power.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and ten percent shareholders to file with the
Securities and Exchange Commission certain reports regarding such persons'
ownership of the Company's securities. The Company is obligated to disclose any
failures to file such reports on a timely basis. With respect to one sale by
each of Peter Christoffer and Arnold Sutta in the amounts of 2,000 shares and
5,625 shares, respectively, reports of such sales were filed late with the
Commission. These late filings were inadvertent, and the required filings were
made promptly after noting such failures to file.
5
<PAGE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1993, 1994 and 1995, 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 1995 (the "Named Officers"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation Awards
--------------------
Annual Compensation
--------------------------- Securities Underlying All Other
Name and Principal Position Year Salary Bonus Other(A) Options/SARs(#) Compensation(B)
- --------------------------- ---- ------ ----- -------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein ............... 1995 $350,000 -- -- -- $32,621
Chairman and Chief 1994 350,000 -- -- 20,000 31,756
Executive Officer 1993 350,000 -- -- -- 31,256
Daniel Bernstein ............... 1995 142,496 -- -- -- 8,873
President 1994 111,466 -- -- 20,000 10,677
1993 111,115 -- -- -- 8,285
Arnold Sutta ................... 1995 126,329 -- -- -- 4,118
Vice President 1994 114,195 -- -- -- 6,728
1993 112,701 -- -- -- 4,991
Colin Dunn ..................... 1995 120,771 -- -- -- 4,193
Vice President and Treasurer 1994 114,808 -- -- 15,000 5,720
1993 114,231 -- -- -- 3,951
Joseph Meccariello ............. 1995 112,701 -- $97,025 -- 7,312
Vice President 1994(C) 96,623 -- 70,828 5,000 6,763
1993(C) 94,961 -- 62,152 -- 6,643
</TABLE>
- -----------
(A) During the periods presented above, no Named Officer received perquisites
(i.e., personal benefits) in excess of 10% of such individual's reported
salary and bonus, except that Mr. Meccariello received housing allowances
of $97,025, $70,828 and $62,152, during 1995, 1994 and 1993, respectively.
(B) Compensation reported under this column for 1995 includes: (i)
contributions of $24,500 for Elliot Bernstein and $7,312 for Joseph
Meccariello to the Company's Far East Retirement Plan and contributions of
$4,873, $4,118 and $4,193, respectively, for Daniel Bernstein, Arnold Sutta
and Colin Dunn, respectively, to the Company's 401(k) Plan, to match 1995
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 Elliot Bernstein
and Daniel Bernstein as directors' fees, and (iii) $4,121 paid by the
Company as a premium for term life insurance for Elliot Bernstein.
(C) The table above presents information regarding Joseph Meccariello
throughout 1993 and 1994, including periods during which he was not an
executive officer of the Company.
6
<PAGE>
STOCK OPTIONS
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. No stock options were granted to
the Named Officers during the year ended December 31, 1995.
The following table sets forth information regarding stock option exercises
by the Named Officers during the year ended December 31, 1995, 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, 1995. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and $10.50, the closing sale price of the
Company's Common Stock on December 31, 1995.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<CAPTION>
Value of Unexercised
Common Value realized Number of Securities In-the-Money
Shares (Market Price Underlying Unexercised Options/SARs
Acquired on Exercise Options/SARs at Year-End (#) at Year-End ($)
on Date Less ---------------------------- ---------------------------
Name Exercise (#) Exercise Price) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein .......... 25,000 $263,375 5,000 15,000 $14,000 $42,000
Daniel Bernstein .......... 15,000 129,900 5,000 15,000 14,000 42,000
Arnold Sutta .............. -- -- -- -- -- --
Colin Dunn ................ 6,250 50,093 3,750 11,250 13,125 39,375
Joseph Meccariello ........ 5,000 26,406 -- 3,750 -- 15,000
</TABLE>
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 1995, 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 Elliot Bernstein, Daniel
Bernstein and Robert H. Simandl; the Compensation Committee is composed of Peter
Gilbert and Robert H. Simandl; the Audit Committee, currently with one vacancy,
consists solely of Peter Gilbert. 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 1995, the Executive Committee held three meetings, the
Compensation Committee held one meeting and the Audit Committee held one
meeting. With the exception of Peter Gilbert, during 1995, each director
attended at least 75% of the Board and Committee meetings which he was required
to attend.
All directors of the Company's foreign subsidiaries receive an annual fee
of $4,000. In 1995, directors of the Company received an annual retainer of
$6,000, $750 for each Board meeting they attended and $500 for each committee
meeting which they attended. 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.
John S. Johnson, a director of the Company, served as independent
consultant to the Company at various times during 1995. Fees received by Mr.
Johnson for such services were not material. The Company may retain Mr.
Johnson's services in 1996.
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1990 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.
<TABLE>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
BEL FUSE INC.
-------GRAPHICAL REPRESENTATION OF DATA TABLE BELOW-------
Prepared by the Center for Research in Security Prices
<CAPTION>
CRSP Total Returns Index for: 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
BEL FUSE INC. ................................ 100.00 368.421 747.369 357.895 347.369 442.106
Nasdaq Stock Market (US Companies) ........... 100.00 160.564 186.866 214.511 209.686 296.304
Nasdaq Electronic Components Stocks
SIC 3670-3679 US & Foreign ................... 100.00 142.404 222.477 305.531 337.491 560.006
</TABLE>
8
<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
1995 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 four
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 and
1995 to reflect Mr. Bernstein's increased responsibilities and his performance
of those responsibilities as President of the Company. The salaries of Messrs.
Sutta, Meccariello and Dunn were increased in 1995 to reflect increased
responsibilities and performance.
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. In light of option grants during prior years, no stock options were
granted to the Company's executive officers during 1995.
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 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 intend 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
9
<PAGE>
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 1995. 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 1995 were not material. The Company will retain Mr. Simandl in
1996.
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, 1996. 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 29, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1995,
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.
10
<PAGE>
APPENDIX
(Pursuant to Rule 304 of Regulation S-T)
1. Page 8 contains a description in tabular form of a graph entitled
"Performance Graph" which represents the comparison of the cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return of the NASDAQ Stock Market and the NASDAQ Electronic Components Stocks
for the period of each of the years commencing December 31, 1990 and ending
December 31, 1995, which graph is contained in the paper format of this Proxy
Statement being sent to Stockholders.
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BEL FUSE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS,
May 29, 1996
The undersigned hereby appoints Howard B. Bernstein, Robert H. Simandl and
Daniel Bernstein, 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 29,
1996, 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: Elliot Bernstein, Peter Gilbert, John Johnson, Robert Simandl
and John Tweedy
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 EACH OF THE BOARD'S NOMINEES.
Dated: _____________________, 1996
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 you 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.
