UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Bel Fuse Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1463699
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
198 Van Vorst Street, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d)(1), check the following box. [ X ]
Securities Act registration statement file number to which this Form
relates (if applicable): Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.10 per share
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(Title of class)
Class B Common Stock, par value $.10 per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Common Stock, par value $.10 per share,
and the Class B Common Stock, par value $.10 per share, of Bel Fuse Inc. (the
"Company") set forth under the caption "Proposal Three - The Recapitalization
Proposal -- Description of Class A Common Stock and Class B Common Stock" in the
Company's 1998 Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission is incorporated herein by reference.
Item 2. Exhibits.
3.1 Certificate of Incorporation of the Registrant as currently in
effect.
3.2 Form of Certificate of Amendment ("Amendment") to be filed upon
the affirmative vote of a majority of the votes cast by the shareholders of the
Company to approve the Amendment at the Company's 1998 Annual Meeting of
Shareholders.
3.3 By-laws of the Registrant.*
4.1 Form of stock certificates evidencing ownership of Class A Common
Stock and Class B Common Stock.
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* Incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-2, File No. 33-16703, filed with the Securities and Exchange
Commission on August 25, 1987.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Registrant: BEL FUSE INC.
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Date: July 7, 1998
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By: /s/ Daniel Bernstein
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Daniel Bernstein,
President
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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
BEL FUSE INC.
Pursuant to the provisions of Section 14A:9-5 of the New Jersey
Business Corporation Act, the undersigned corporation adopts the following
Restated Certificate of Incorporation:
ARTICLE I
The name of the corporation is BEL FUSE INC.
ARTICLE II
The address of the current registered office of the corporation in this
state is 20 Evergreen Place, East Orange, New Jersey 07018.
ARTICLE III
The name of the current registered agent therein and in charge thereof
upon whom process against this corporation may be served is Robert H. Simandl.
ARTICLE IV
The number of directors constituting the current board of directors is
six; the names and addresses of the current directors are as follows:
Elliot Bernstein 80 Riverside Drive
Rockville Center, New York 11570
Howard B. Bernstein P.O. Box 282
Hazlet, New Jersey 07730
Robert H. Simandl 42 Rumson Road
Livingston, New Jersey 07039
Sidney G. Faber 260 Madison Avenue
New York, New York 10016
Seymour Offerman 109 Prince Street
New York, New York 10012
Peter Loh 1-C Middle Road
J. Hotung House
Kowloon, Hong Kong
ARTICLE V
The objects for which this corporation is formed are to engage in any
activity for which corporations may be organized under the New Jersey Business
Corporation Act.
ARTICLE VI
The total authorized capital stock of the corporation shall be
11,000,000 shares consisting of:
(1) 1,000,000 shares of Preferred Stock, without nominal or par value;
and
(2) 10,000,000 shares of Common Stock, par value $.10 each.
Shares of authorized capital stock of each class may be issued for such
consideration (not less than the par value thereof in the case of stock with par
value) as may be determined from time to time by the board of directors.
The voting powers and designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
restrictions or limitations thereof are as follows:
A. PREFERRED STOCK. Shares of Preferred Stock may be issued in one or
more series as may be determined from time to time by the board of directors.
Each such series shall be distinctly designated by the board of directors.
Before any dividends shall be paid on the Common Stock, shares of Preferred
Stock of any series shall be entitled to receive dividends at the rate
established for such series by the board of directors. Before any distribution
is made with respect to the Common Stock upon dissolution, liquidation, or
winding up of the affairs of the Corporation, shares of Preferred Stock of any
series shall be entitled to receive the full amount payable upon dissolution,
liquidation, or winding up of the affairs of the Corporation specified for such
series by the board of directors in connection with the creation of that series.
Except in respect of the particulars permitted hereby to be fixed by the board
of directors for each series permitted hereby, all shares of Preferred Stock
shall be of equal rank and shall be identical. All shares of any one series of
Preferred Stock shall be alike in every particular except that, in the case of a
series entitled to commulative dividends, shares issued at different times may
differ as to the dates from which dividends thereon shall be cummulative.
The preferences and relative, participating, optional and other special
rights of each series and the qualifications, limitations and restrictions
thereof, if any, may differ from those of any other series at any time
outstanding to the extent permitted by law and by this certificate of
incorporation. The board of directors of the Corporation is hereby expressly
granted authority to fix, by resolutions duly adopted prior to the issuance of
any shares of a particular series (to the extent permitted by law in effect when
such resolutions are adopted), the designations, preferences and relative,
participating, optional and other special rights and the qualifications,
limitations and restrictions of such series, including the following:
1. The number of shares constituting such series;
2. The rate and times at which, and the terms and conditions on which,
dividends on Preferred Stock of such series will be paid;
3. The right, if any, of the holders of the Preferred Stock of such
series to convert the same into, or exchange the same for, shares of other
classes or series of stock of the Corporation and the terms and conditions of
such conversion or exchange, including provision for adjustment of the
conversion price or rate in such events as the board of directors shall
determine;
4. The redemption price or prices and the time or times at which, and
the terms and conditions on which, Preferred Stock of such series may be
redeemed;
5. The rights of the holders of Preferred Stock of such series upon the
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation;
6. The terms or amount of any sinking fund provided for the purchase or
redemption of the Preferred Stock of such series;
7. Provisions making dividends payable with respect to Preferred Stock
of such series cummulative, non-cummulative or partially cummulative;
8. Provisions giving the Preferred Stock of such series special,
limited, multiple or no voting rights and to specify those voting rights, if
any; and
9. Provisions making dividends payable with respect to the Preferred
Stock of such series fully participating, partially participating, or
non-participating.
B. COMMON STOCK.
1. Dividends. - Subject to the preferences and other rights of the
Preferred Stock as fixed in the resolution or resolutions of the board of
directors providing for the issue of such Preferred Stock, such dividends
(payable in cash, stock or otherwise) as may be determined by the board of
directors may be declared and paid out of funds legally available therefor upon
the Common Stock from time to time.
2. Rights Upon Liquidation, Dissolution, or Winding Up. - In the event
of any liquidation, dissolution, or winding up of the affairs of the
Corporation; after payments to the holders of Preferred Stock of the full
amounts to which they are entitled pursuant to resolution or resolutions of the
board of directors providing for the issue of such Preferred Stock, the holders
of the Common Stock shall be entitled to share ratably per share without regard
to class in all assets then remaining subject to distribution to the
shareholders.
ARTICLE VII
The power to alter, amend, or repeal the By-Laws or to adopt new
By-Laws shall be vested in the Board of Directors; provided, however, that any
By-Law or amendment thereto as adopted by the board of directors may be altered,
amended or repealed by vote of the shareholders entitled to vote for the
election of Directors, or a new By-Law in lieu thereof may be adopted by vote of
such shareholders. No By-Law which has been altered, amended, or adopted by such
a vote of the shareholders may be altered, amended or repealed by vote of the
directors until two years shall have expired since such action by vote of such
shareholders.
ARTICLE VIII
(1) The meetings of the shareholders shall be held at the principal
office of the Corporation or at such other place within the State of New Jersey
as may from time to time be designated by the board of directors and stated in
the notice of the meeting.
(2) The board of directors may hold their meetings within the State of
New Jersey or outside the state as may be stated in the notice of the meeting,
which shall designate the time and place thereof.
(3) The board of directors may designate from their number an Executive
Committee and Finance Committee, and one or more other committees which shall,
in the intervals between its meetings and to the extent provided by the By-Laws,
exercise all of the powers of the board of directors so far as it may lawfully
do so in the management of the business and affairs of the corporation.
ARTICLE IX
Shareholders of the Corporation shall not have any pre-emptive rights.
ARTICLE X
Except as otherwise provided in the New Jersey Business Corporation Act
or this Restated Certificate of Incorporation, any resolution, motion or
corporate action which shall require the vote of shareholders, including a vote
on:
(a) an amendment to this Restated Certificate of Incorporation;
(b) the merger or consolidation of the corporation;
(c) the sale, lease, exchange or other disposition of all, or
substantially all, of the assets of the corporation, not in the usual and
regular course of its business; and
(d) the dissolution of the corporation, shall be validly adopted,
authorized or approved by the affirmative vote of a majority of the votes cast
by the holders of shares entitled to vote on such resolution, motion or
corporate action.
ARTICLE XI
A. Classification of Directors. - The Board of Directors of the
corporation shall be divided into three classes (Class 1, Class 2 and Class 3),
the respective terms of office of which shall end in successive years. The
number of directors in each class shall be consistent with all limitations
specified in the by-laws and shall be as nearly equal as possible. Unless they
are elected to fill vacancies, the directors in each class shall be elected to
hold office until the third successive annual meeting of shareholders after
their election and until their successors shall have been elected and qualified.
At each annual meeting of shareholders, the directors of only one class shall be
elected, except directors who may be elected to fill vacancies.
B. Filling of Vacancies in the Board of Directors Caused by an Increase
in the Number of Directors. - Any directorship to be filled by reason of an
increase in the number of directors may be filled only by the affirmative vote
of three-quarters of the directors. The Board of Directors shall specify the
class in which a director so elected shall serve. Any director so elected by the
Board of Directors shall hold office only until the next annual meeting of the
shareholders and until his successor shall have been elected and qualified,
notwithstanding that the term of office of the other directors in the class of
which he is a member does not expire at the time of such meeting. His successor
shall be elected by the shareholders to a term of office which shall expire at
the same time as the term of office of the other directors in the class to which
he is elected.
C. Removal of Directors. - One or more of the directors may be removed,
but only for cause, by the affirmative vote of two-thirds of the shares entitled
to vote for the election of directors. The Board of Directors, acting by at
least a two-thirds affirmative vote of the entire Board, may also remove one or
more directors, but only for cause, and may suspend any director for a
reasonable period of time pending a final determination that cause exists for
removal.
D. Amendment. - This Article XI may not be altered, amended or repealed
except by an affirmative vote of the holders of at least two-thirds of the
shares entitled to vote thereon.
ARTICLE XII
A. Vote Required For Business Combinations. - In addition to any other
voting requirement imposed by law, by contract, by this Restated Certificate of
Incorporation, including any amendments thereto, and the by-laws of the
corporation and, except as otherwise expressly provided in paragraph B of this
Article XII, any Business Combination other than a Business Combination
involving the adoption of any plan or proposal for the liquidation or
dissolution of the corporation shall require the affirmative vote of the holders
of (i) at least 80% of the shares entitled to vote thereon and (ii) at least a
majority of the shares entitled to vote thereon excluding shares held by Related
Persons and their Affiliates involved in the Business Combination. Any Business
Combination involving a proposed liquidation or dissolution of the corporation
shall require the affirmative vote of the holders of (i) at least 80% of the
shares entitled to vote thereon and (ii) at least a majority of the shares
entitled to vote thereon excluding shares voting in favor of the liquidation or
dissolution held by Relate Persons and their Affiliates.
B. When Higher Vote is Not Required. - The vote required by paragraph A
of this Article XII shall not be applicable with respect to any particular
Business Combination if the conditions of either subparagraphs (i) or (ii) of
this Article XII(B) are met with respect to such Business Combination, in which
event such Business Combination shall require only such affirmative vote (if
any) as is required by law, by contract, by any other provision of this Restated
Certificate of Incorporation, including any amendments thereto, or by the
by-laws of the corporation.
(i) Approval by the Board of Directors. - The Business Combination
shall have been approved by at least a majority of the Continuing Directors of
the corporation at any time prior to its consummation.
(ii) Price and Form of Consideration; Other Requirements. - Each of the
following conditions shall have been met with respect to the applicable Business
Combination:
(a) The aggregate amount of cash and the Market Value as of the
date of a binding agreement for the consummation of the Business
Combination of consideration other than cash to be received per share
by holders of outstanding capital stock of the corporation in such
Business Combination shall be at least equal to the Minimum Price Per
Share;
(b) The consideration to be received by holders of each class or
series of outstanding stock shall be in cash or in the same form as the
Related Person involved in the Business Combination has previously paid
for shares of such class or series of stock. If such Related Person has
paid for shares of any class of stock with varying forms of
consideration, the form of consideration for such class of stock shall
be either cash or the form used to acquire the largest number of shares
of such class of stock previously acquired by the Related Person;
(c) Such Related Person shall not have acquired any additional
shares of the corporation's outstanding voting stock or securities
convertible into or exchangeable for such stock except as a part of the
transaction which resulted in such Related Person becoming a Related
Person;
(d) Prior to the consummation of such Business Combination, such
Related Person shall not have directly or indirectly (i) received the
benefit (except proportionately as a shareholder) of any loans,
advances, guarantees, pledges or other financial assistance or tax
credits provided by the corporation, or (ii) made or caused to be made
any major change in the corporation's business or equity capital
structure without the unanimous approval of the Continuing Directors;
and
(e) A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 shall have been mailed to all holders
of the corporation's voting stock for the purpose of soliciting
shareholder approval of such Business Combination. Such proxy statement
shall contain at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the
Business Combination which the Continuing Directors, or any of them,
may have furnished in writing and, if deemed advisable by a majority of
the Continuing Directors, an opinion of a reputable investment banking
firm as to the fairness (or lack of fairness) of the terms of such
Business Combination, from the point of view of the shareholders. The
investment banking firm shall be selected by a majority of the
Continuing Directors, furnished with all information it reasonably
requests and paid a reasonable fee for its services upon receipt by the
corporation of such opinion.
C. Determination of Certain Matters. - The Continuing Directors of the
corporation shall, by majority vote, have the power and duty to determine for
the purposes of this Article XII, on the basis of information known to them,
after reasonable inquiry, all questions arising thereunder, including whether a
Person is a Related Person, the number of shares of capital stock beneficially
owned by any Person, whether a Person is an Affiliate of another, the value of
the net assets which are the subject of any Business Combination, and the value
of consideration to be received for the issuance or transfer of securities by
the corporation or any of its Subsidiaries in any Business Combination.
D. No Effect on Fiduciary Obligations. - Nothing contained in this
Article XII shall be construed to relieve any Related Person from any fiduciary
obligation imposed by law.
E. Definitions. - For the purpose of this Article XII, the following
definitions shall apply:
"Business Combination" means
(i) any merger or consolidation of the corporation or any Subsidiary
with or into (A) any Related Person or (B) any other corporation or other person
or entity (whether or not itself a Related Person) which, after such merger or
consolidation, would be an Affiliate of a Related Person, or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) to or with
any Related Person of all, or substantially all, of the assets of the
corporation, if not in the usual and regular course of the business conducted by
the corporation, or
(iii) the issuance or transfer by the corporation or any Subsidiary to
any Related Person, other than pursuant to a public offering of securities
registered with the Securities and Exchange Commission and approved by a
majority of the Continuing Directors, in exchange for cash, or securities or
other property (or a combination thereof) having an aggregate fair market value
of $5,000,000 or more, or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation, or
(v) any reclassification of securities (including any reverse stock
split), recapitalization, reorganization, merger or consolidation of the
corporation with any of its Subsidiaries or any similar transaction (whether or
not with or into or otherwise involving a Related Person) which has the effect,
directly or indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the corporation or
any Subsidiary which is directly or indirectly owned by a Related Person.
"Related Person" means, in respect to any Business Combination, any
Person (other than the corporation or any Subsidiary) who or which, as of the
record date for the determination of shareholders entitled to notice of and to
vote on such Business Combination, or immediately prior to the consummation of
such transaction,
(i) is (together with all Affiliates of such Person) the beneficial
owner, directly or indirectly, of not less than 10% of the voting power of this
corporation, other than any Person who was the beneficial owner, directly or
indirectly, of not less than 10% of the voting power of this corporation on the
date this Article XII was added to the corporation's Restated Certificate of
Incorporation, or
(ii) is an Affiliate of the corporation and at any time within 3 years
prior thereto was (together with all Affiliates of such Person) the beneficial
owner, directly or indirectly, of not less than 10% of the voting power of this
corporation, other than any Person who was the beneficial owner, directly or
indirectly, of not less than 10% of the voting power of this corporation on the
date this Article XII was added to the corporation's Restated Certificate of
Incorporation, or
(iii) is an assignee of or has otherwise succeeded to any shares of the
capital stock of the corporation which were at any time within 3 years prior
thereto beneficially owned by any Related Person, and such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
"Affiliate" means any Person that directly or indirectly controls, or
is controlled by, or is under common control with, another Person.
"Person" means any individual, firm, partnership, trust, business
association, corporation or other entity or any combination of them acting
together.
"Continuing Director" means a member of the Board of Directors who
either (i) was first elected as director prior to the date as of which a Related
Person proposing, or involved in, a Business Combination became a Related
Person, (ii) was designated at the time of his initial election as director as a
Continuing Director by a majority of the then Continuing Directors or (iii) was
a director at the time the corporation's Restated Certificate of Incorporation
was amended to include this Article XII. If at any time the Board of Directors
consists of less than two Continuing Directors, then no director on the Board of
Directors will be deemed a Continuing Director.
"Market Value", in the case of capital stock of the corporation listed
on an exchange or quoted (with respect to closing sales information) on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), shall be the price of the last transaction, as of the date of
determination, (i) effected on the principal exchange on which the stock is
listed or, if not listed on any exchange, (ii) quoted on NASDAQ . In the case of
any property other than such capital stock, "Market Value" shall mean fair
market value.
"Minimum Price Per Share" means the highest of:
(i) the highest gross per share price (including brokerage commissions,
transfer taxes and soliciting dealers' fees) paid or agreed to be paid by the
Related Person involved in the applicable Business Combination for any shares of
stock of the corporation or any Subsidiary acquired or agreed to be acquired by
such Related Person (x) within the five-year period immediately prior to the
first public announcement of the Business Combination (the "Announcement Date")
or (y) in the transaction in which such Related Person became a Related Person,
whichever is higher;
(ii) the Market Value per share on the Announcement Date; or
(iii) the Market Value per share on the date on which the Related
Person became a Related Person.
The calculation of the Minimum Price Per Share shall require
appropriate adjustments for capital changes, including, without limitation,
stock splits, stock dividends and reverse stock splits.
"Subsidiary" means any corporation of which a majority of any class of
equity security (as defined in Rule 3A11-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on January 1, 1979) is
owned, directly or indirectly, by the corporation; provided, however, that for
the purposes of the definition of Related Person set forth herein, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the corporation.
F. Amendment. - This Article XII may not be altered, amended or
repealed, except by an affirmative vote of the holders of at least 80% of the
shares entitled to vote thereon; provided that such 80% vote shall not be
required for any amendment, alteration, change or repeal recommended to the
shareholders by a majority of the whole Board, but only if a majority of the
Continuing Directors approve the amendment, alteration, change or repeal as
well.
ARTICLE XIII
In the event of a tender offer or other offer for the securities of the
corporation, the Board of Directors shall consider all relevant factors with
respect to the impact of the offer upon the shareholders, employees and
customers of the corporation and upon the corporation's subsidiaries and the
communities served by the corporation and such subsidiaries, and all relevant
financial, legal and other issues raised by the proposed offer. The Board shall
have the discretion to promote acceptance or encourage rejection of an offer by
all lawful means in the best interests of the corporation.
ARTICLE XIV
Every person who is or was a director or officer of the corporation, or
any such person who serves or served in any similar capacity with any other
enterprise at the request of the corporation, shall be indemnified by the
corporation to the fullest extent permitted by law against all expenses and
liabilities reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made, or threatened to be made, a party, or in
which he may become involved by reason of his being or having been a director or
officer of the corporation, or of serving or having served such other enterprise
in such capacity, whether or not he is a director or officer of the corporation,
or continues to serve such other enterprise in such capacity, at the time the
expenses or liabilities are incurred.
ARTICLE XV
So long as permitted by law, no director of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that this Article XV shall not relieve any person from
liability to the extent provided by applicable law for any breach of duty based
upon an act or omission (a) in breach of such person's duty or loyalty to the
corporation or its shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article XV and no amendment,
repeal or termination of effectiveness of any law authorizing this Article XV
shall apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment, repeal or termination of effectiveness.
ARTICLE XVI
So long as permitted by law, no senior officer of the corporation shall
be personally liable to the corporation or its shareholders for damages for
breach of any duty owed by such person to the corporation or its shareholders;
provided, however, that this Article XVI shall not relieve any person from
liability to the extent provided by applicable law for any breach of duty based
upon an act or omission (a) in breach of such person's duty of loyalty to the
corporation or its shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article XVI and no
amendment, repeal or termination of effectiveness of any law authorizing this
Article XVI shall apply to or have any effect on the liability or alleged
liability of any senior officer for or with respect to any acts or omissions of
such senior officer occurring prior to such amendment, repeal or termination of
effectiveness. For purposes of this Article XVI, the term "senior officer" shall
mean the President and any Vice President of the corporation.
<PAGE>
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BEL FUSE INC.
Pursuant to N.J.S. 14A:9-4(3)
Dated: July 9, 1998
Bel Fuse Inc., a corporation organized and existing under the Business
Corporation Act of the State of New Jersey (the "Corporation"), having adopted
two amendments to its Restated Certificate of Incorporation, does hereby certify
that:
1. The name of the Corporation is Bel Fuse Inc.
2. The Corporation's Restated Certificate of Incorporation, as amended,
is further amended by deleting Article VI, Authorized Capital, in its entirety
and substituting for it a new Article VI, Authorized Capital, establishing two
new classes of common stock, the text of which is as follows:
"6. Authorized Capital. The total number of shares of all classes of
capital stock that the Company shall have authority to issue shall be
21,000,000, consisting of 1,000,000 shares of preferred stock, without
par value ("Preferred Stock"), and 20,000,000 shares of common stock,
consisting of 10,000,000 shares of Class A Common Stock, par value
$0.10 per share ("Class A Common Stock"), and 10,000,000 shares of
Class B Common Stock, par value $0.10 per share ("Class B Common Stock"
and, together with the Class A Common Stock, "Common Stock").
6.1. Terms of the Class A Common Stock and Class B Common Stock. The
powers, preferences and rights of the Class A Common Stock and the
Class B Common Stock, and the qualifications, limitations and
restrictions thereof, shall be in all respects identical except as
otherwise required by law or expressly provided in this Restated
Certificate of Incorporation, as amended.
6.1.1. Voting. Except as otherwise provided by the Board of
Directors in fixing the voting rights of any series of Preferred Stock
in accordance with Section 6.2 of this Article VI or as otherwise
required by law or expressly provided in this Restated Certificate of
Incorporation, voting power in the election of directors and for all
other purposes shall be vested exclusively in the holders of Class A
Common Stock, and each holder of Class A Common Stock shall be entitled
to one vote for each share of Class A Common Stock held.
Notwithstanding anything to the contrary contained in this Restated
Certificate of Incorporation, no action may be taken without the
affirmative vote of a majority of the votes cast by the holders of the
outstanding shares of Class A Common Stock with respect to any (i)
amendment of this Restated Certificate of Incorporation, (ii) merger or
consolidation of the Company with one or more other corporations, (iii)
sale, conveyance, lease, mortgage, pledge, or exchange of all or
substantially all of the Company's property or assets or (iv)
liquidation, dissolution, or winding up of the Company, except as
otherwise provided in the New Jersey Business Corporation Act. The
Class B Common Stock shall have no voting rights on any matters except
as otherwise required by law or expressly provided in this Restated
Certificate of Incorporation.
6.1.2. Dividends and Other Distributions.
(a) Cash Dividends. Cash dividends shall be payable to the
record holders of Class A Common Stock and Class B Common Stock only as
and when declared by the Board of Directors out of funds legally
available therefor. Subject to the foregoing, cash dividends declared
on shares of Class B Common Stock in any calendar year will not be less
than 5% higher per share annually than the annual amount of cash
dividends per share declared in such calendar year on shares of Class A
Common Stock. Without limiting the provisions of the preceding
sentence, the Board of Directors will not declare a cash dividend on
shares of Class A Common Stock unless at the same time it declares a
cash dividend on shares of Class B Common Stock (payable on the same
payment date as the dividends then being declared on Class A Common
Stock) in an amount which, together with all prior cash dividend
payments in the calendar year, is at least 5% greater than the cash
dividend then being declared on Class A Common Stock, together with all
prior cash dividend payments declared on Class A Common Stock in such
calendar year. The Board of Directors may at any time declare a cash
dividend on shares of Class B Common Stock without declaring a cash
dividend on shares of Class A Common Stock.
(b) Other Dividends and Distributions. Each share of Class A
Common Stock and each share of Class B Common Stock shall have
identical rights with respect to dividends (other than cash) and
distributions (including distributions in connection with any
recapitalization, and upon liquidation, dissolution or winding up of
the Company) when and as declared in the form of stock or other
property of the Company; provided that dividends or other distributions
payable on Common Stock in shares of Common Stock shall be made to all
holders of Common Stock and may be made only as follows: (i) in shares
of Class B Common Stock to the record holders of Class A Common Stock
and to the record holders of Class B Common Stock; or (ii) in shares of
Class A Common Stock to the record holders of Class A Common Stock and
in shares of Class B Common Stock to the record holders of Class B
Common Stock.
6.1.3. Convertibility. Except as described below, neither the
Class A Common Stock nor the Class B Common Stock shall be convertible
into another class of Common Stock or any other security of the
Company.
(a) All outstanding shares of Class B Common Stock may be
converted into shares of Class A Common Stock on a share-for-share
basis by resolution of the Board of Directors if, as a result of the
existence of the Class B Common Stock, either the Class A Common Stock
or the Class B Common Stock is, or both are, excluded from quotation on
the National Association of Securities Dealers, Inc. Automated
Quotation System National Market System (the "NASDAQ/NMS") or, if such
shares are quoted on another national quotation system or listed on a
national securities exchange, from trading on the principal national
quotation system or principal national securities exchange on which
such securities are traded.
(b) All outstanding shares of Class B Common Stock shall be
immediately converted into shares of Class A Common Stock on a
share-for-share basis if at any time the number of outstanding shares
of Class A Common Stock as reflected on the stock transfer records of
the Company falls below 10% of the aggregate number of outstanding
shares of Common Stock. For purposes of the immediately preceding
sentence, any shares of Common Stock repurchased or otherwise acquired
by the Company and held as treasury shares shall not be deemed
"outstanding" from and after the date of acquisition.
(c) In the event of any conversion of the Class B Common Stock
pursuant to subsection (a) or (b) of this Section 6.1.3, certificates
that formerly represented outstanding shares of Class B Common Stock
will thereafter be deemed to represent a like number of shares of Class
A Common Stock and all shares of Common Stock authorized by this
Restated Certificate of Incorporation shall be deemed to be shares of
Class A Common Stock.
6.1.4. Class B Protection.
(a) If, at any time after the effective time of the amendment
of Article VI which first authorizes the issuance of Class A Common
Stock and Class B Common Stock (the "Effective Time"), any Person or
group, other than a 4% Shareholder (in each case as hereinafter defined
in this Section 6.1.4), acquires beneficial ownership of shares
representing 10% or more of the number of then outstanding shares of
Class A Common Stock, and such Person or group (a "Significant
Shareholder") does not then beneficially own an equal or greater
percentage of all then outstanding shares of Common Stock, all of which
Common Stock must have been acquired by such Person or group after the
Effective Time, such Significant Shareholder must, within a ninety-day
period beginning the day after becoming a Significant Shareholder, make
a public cash tender offer to acquire additional shares of Common Stock
as provided in this Section 6.1.4 (a "Class B Protection Transaction").
The 10% ownership threshold of the number of shares of Class A Common
Stock which triggers a Class B Protection Provision may not be waived
by the Board of Directors, nor may this threshold be amended without
shareholder approval, including a majority vote of the votes cast by
the then outstanding shares of Class B Common Stock entitled to vote,
tabulated separately as a class.
(b) In each Class B Protection Transaction, the Significant
Shareholder must make a public cash tender offer to acquire from the
holders of Class B Common Stock at least that number of additional
shares of Class B Common Stock (the "Additional Shares") determined by
(i) multiplying the percentage of the number of outstanding shares of
Class A Common Stock that are beneficially owned and acquired after the
Effective Time by such Significant Shareholder by the total number of
shares of Class B Common Stock outstanding on the date such Person or
group became a Significant Shareholder, and (ii) subtracting therefrom
the number of shares of Class B Common Stock beneficially owned by such
Significant Shareholder on the date such Person or group became a
Significant Shareholder and which were acquired after the Effective
Time (as adjusted for stock splits, stock dividends and similar
recapitalizations). The Significant Shareholder must acquire all shares
of Class B Common Stock validly tendered and not withdrawn or, if the
number of shares of Class B Common Stock tendered to the Significant
Shareholder, and not withdrawn, exceeds the number of shares required
to be acquired pursuant to this subparagraph (b), the number of shares
acquired from each tendering holder shall be pro rata based on the
percentage that the number of shares tendered by such shareholder bears
to the total number of shares tendered and not withdrawn by all
tendering holders.
(c) The cash offer price for any Additional Shares required to
be purchased by the Significant Shareholder pursuant to this Section
6.1.4 shall be the greatest of: (i) the highest price per share paid by
the Significant Shareholder for any Class A Common Share or any share
of Class B Common Stock during the six-month period ending on the date
such Person or group became a Significant Shareholder (or such shorter
period after the Effective Time if the date such Person or group became
a Significant Shareholder is not more than six months following the
Effective Time; and (ii) the highest reported bid price for any share
of Class A Common Stock or Class B Common Stock (whichever is higher)
on the NASDAQ/NMS (or such other quotation system or securities
exchange constituting the principal trading market for either class of
Common Stock) on the business day preceding the date the Significant
Shareholder makes the tender offer required by this Section 6.1.4. For
purposes of subparagraph (d) below, the applicable date for each
calculation required by clauses (i) and (ii) of the preceding sentence
shall be the date on which the Significant Shareholder becomes required
to engage in the Class B Protection Transaction for which such
calculation is required. In the event that the Significant Shareholder
has acquired shares of Class A Common Stock or Class B Common Stock in
the six-month period ending on the date such Person or group becomes a
Significant Shareholder for consideration other than cash, the value of
such consideration per share of Class A Common Stock or Class B Common
Stock, as the case may be, shall be as determined in good faith by the
Board of Directors.
(d) A Class B Protection Transaction shall also be required to
be effected by any Significant Shareholder each time that the
Significant Shareholder acquires after the Effective Time beneficial
ownership of an additional amount of shares of Class A Common Stock
equal to or greater than the next higher integral multiple of 5% in
excess of 10% (e.g., 20%, 25%, 30%, etc.) of the outstanding shares of
Class A Common Stock and such Significant Shareholder does not then own
an equal or greater percentage of all then outstanding shares of Class
B Common Stock that such Significant Shareholder acquired after the
Effective Time. Such Significant Shareholder would be required to offer
to buy that number of Additional Shares prescribed by the formula set
forth above; provided that, for purposes of such formula, the date on
which the Significant Shareholder acquired the next higher integral
multiple of 5% of the outstanding shares of Class A Common Stock will
be deemed to be the date on which such Person or group became a
Significant Shareholder.
(e) If a Significant Shareholder fails to make a tender offer
required by the Class B Protection Provisions, or to purchase validly
tendered and not withdrawn shares (after proration, if any), the voting
rights of all of the shares of Class A Common Stock beneficially owned
by such Significant Shareholder which were acquired after the Effective
Time will be automatically suspended until completion of a Class B
Protection Transaction or until divestiture of the excess shares of
Class A Common Stock that triggered such requirement. To the extent
that the voting power of any shares of Class A Common Stock is so
suspended, such shares will not be included in the determination of
aggregate voting shares for any purpose.
(f) Neither the Class B Protection Transaction requirement nor
the related possibility of suspension of voting rights applies to any
increase in percentage beneficial ownership of shares of Class A Common
Stock resulting solely from a change in the total number of shares of
Class A Common Stock outstanding, provided that any acquisition after
such change which results in any Person or group having acquired after
the Effective Time beneficial ownership, of 10% or more of the number
of then outstanding shares of Class A Common Stock (or, after the last
acquisition which triggered the requirement for a Class B Protection
Transaction, additional shares of Class A Common Stock in an amount
equal to the next higher integral multiple of 5% in excess of the
number of shares of Class A Common Stock then outstanding) shall be
subject to any Class B Protection Transaction requirement that would be
otherwise imposed pursuant to this Section 6.1.4.
(g) In connection with subparagraphs (a) through (d) and (f)
above, the following shares of Class A Common Stock shall be excluded
for the purpose of determining the shares of Class A Common Stock
beneficially owned or acquired by any Person or group but not for the
purpose of determining shares outstanding:
(i) shares beneficially owned by such Person or group, (or,
in the case of a group, shares beneficially owned by Persons that are
members of such group) immediately after the Effective Time:
(ii) shares acquired by will or by the laws of descent and
distribution, or by gift that is made in good faith and not for the
purpose of circumventing the Class B Protection Provisions, or by
termination or revocation of a trust or similar arrangement or by a
distribution from a trust or similar arrangement if such trust or
similar arrangement was created, and such termination, revocation or
distribution occurred or was effected, in good faith and not for the
purpose of circumventing the Class B Protection Provisions, or by
reason of the ability of a secured party (following a default) to
exercise voting rights with respect to, or to dispose of, shares that
had been pledged in good faith as security for a bona fide loan, or by
foreclosure of a bona fide pledge which secures a bona fide loan;
(iii) shares acquired upon issuance or sale by the Company;
(iv) shares acquired by operation of law (including a
merger or consolidation effected for the purpose of recapitalizing such
Person or reincorporating such Person in another jurisdiction but
excluding a merger or consolidation effected for the purpose of
acquiring another Person);
(v) shares acquired in exchange for Common Stock by a
holder of Common Stock (or by a parent, lineal descendant or donee of
such holder of Common Stock who received such Common Stock from such
holder) if the Common Stock so exchanged was acquired by such holder
directly from the Company as a dividend on shares of Class A Common
Stock;
(vi) shares acquired by a plan of the Company qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended,
or any successor provision thereto, or acquired by reason of a
distribution from such a plan;
(vii) shares beneficially owned by a Person or group
immediately after the Effective Time which are thereafter acquired by
an Affiliate of such Person or group (or by the members of the
immediate family (or trusts for the benefit thereof) or any such Person
or Affiliate) or by a group which includes such Person or group or any
such Affiliate; and
(viii) shares acquired indirectly through the acquisition
of securities, or all or substantially all of the assets, of a Person
that has a class of its equity securities registered under Section 12
(or any successor provision) of the Securities Exchange Act of 1934, as
amended (the "1934 Act").
Notwithstanding anything to the contrary contained in this 6.1.4, no
Person (and no group including such Person) shall be deemed to have
acquired after the Effective Time beneficial ownership of any shares of
Class A Common Stock owned by any other Person solely by reason of such
Person being or becoming an officer, director, executive, trustee,
executor, custodian, guardian, and/or other similar fiduciary or
employee of or for such other Person under circumstances not intended
to circumvent the provisions of this Section 6.1.4.
(h) In connection with subparagraphs (a) through (d) and (f)
above, for purposes of calculating the number of shares of Common Stock
beneficially owned or acquired by a Person or group:
(i) shares of Common Stock acquired by gift shall be deemed
to be beneficially owned by such Person or member of a group if such
gift was made in good faith and not for the purpose of circumventing
the operations of this Section 6.1.4; and
(ii) only shares of Common Stock owned of record by such
Person or member of a group or held by others as nominees of such
Person or member of a group and identified as such to the Company shall
be deemed to be beneficially owned by such Person or group (provided
that shares of Common Stock with respect to which such Person or member
of a group has sole investment and voting power shall be deemed to be
beneficially owned thereby).
(i) All calculations with respect to percentage beneficial
ownership of issued and outstanding shares of either class of Common
Shares shall be based upon the number of issued and outstanding shares
reported by the Company on the last to be filed of (i) the Company's
most recent Annual Report on Form 10-K, (ii) its most recent Quarterly
Report on Form 10-Q, (iii) its most recent Current Report on Form 8-K,
and (iv) its most recent definitive proxy statement filed with the
Securities and Exchange Commission.
(j) For purposes of this Section 6.1.4, the term "Person" means
any individual, partnership, joint venture, limited liability company,
corporation, association, trust, incorporated organization, government
or governmental department or agency or any other entity (other than
the Company). Subject to subparagraphs (g) and (h) above, "beneficial
ownership" shall be determined pursuant to Rule 13d-3 (as in effect of
February 1, 1996) promulgated under the 1934 Act, and the formation of
existence of a "group" shall be determined pursuant to Rule 13d-5(b)
(as in effect on May 1, 1998) promulgated under the 1934 Act, in each
case subject to the following additional qualifications:
(i) relationships by blood or marriage between or among any
Persons will not constitute any of such Persons as a member or a group
with any such other Person(s), absent affirmative attributes of
concerted action; and
(ii) any Person acting in his official capacity as a
director or officer of the Company shall not be deemed to beneficially
own shares where such ownership exists solely by virtue of such
Person's status as a trustee (or similar position) with respect to
shares held by plans or trusts for the general benefit of employees or
former employees of the Company, and actions taken or agreed to be
taken by a Person in such Person's official capacity as an officer or
director of the Company will not cause such Person to become a member
of a group with any other Person.
For purposes of this Section 6.1.4, an "Affiliate" of any Person means
any other Person directly or indirectly controlling of controlled by or
under direct or indirect common control with such Person. For purposes
of this definition, "control" when used with respect to any specified
Person means the possession of the power to direct the management and
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
controlling and controlled have meanings correlative to the foregoing.
For purposes of this Section 6.1.4, "4% Shareholder" means any Person
that, alone or together with any Affiliate, or any member of the
immediate family (or trusts for the benefit thereof) of any such Person
or Affiliate, beneficially owned at June 9, 1998, at least 4% of the
aggregate number of shares of Existing Common Stock then outstanding.
6.1.5. Merger and Consolidation. In the event of a merger or
consolidation of the Company with or into another entity (whether or
not the Company is the surviving entity), the holders of Class B Common
Stock shall be entitled to receive the same amount and form of
consideration per share as the per-share consideration, if any,
received by any holder of the Class A Common Stock in such merger or
consolidation.
6.1.6. Subdivision of Shares. If the Company shall in any
manner split, subdivide or combine the outstanding shares of Class A
Common Stock or Class B Common Stock, the outstanding shares of the
other such class of Common Stock shall be proportionally split,
subdivided or combined in the same manner and on the same basis as the
outstanding shares of the other class of Common Stock have been split,
subdivided or combined.
6.1.7. Power to Sell and Purchase Shares. The Board of
Directors shall have the power to cause the Company to issue and sell
all or any part of any class of stock herein or hereafter authorized to
such persons, firms, associations or corporations, and for such
consideration, as the Board of Directors shall from time to time, in
its discretion, determine, whether or not greater consideration could
be received upon the issue or sale of the same number of shares of
another class, and as otherwise permitted by law. The Board of
Directors shall have the power to cause the Company to purchase, out of
funds legally available therefor, any class of stock herein or
hereafter authorized from such persons, firms, associations or
corporations, and for such consideration, as the Board of Directors
shall from time to time, in its discretion, determine, whether or not
less consideration could be paid upon the purchase of the same number
of shares of another class, and as otherwise permitted by law.
6.1.8. Increase or Decrease in Number of Shares. The number of
authorized shares of Class B Common Stock may be increased or decreased
(but not below the number of shares then outstanding) by the
affirmative vote of a majority of the votes cast by the holders of the
outstanding shares of the Class A Common Stock.
6.2. Preferred Stock. The Board of Directors shall have the power by
resolution to (i) provide for the issuance of shares of Preferred Stock
in series, (ii) determine the number of shares in any such series and
(iii) fix the designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the Preferred Stock or
any series thereof.
6.3 Reclassification. Upon this Certificate of Amendment of Restated
Certificate of Incorporation, as amended, becoming effective pursuant
to the New Jersey Business Corporation Act (the "Effective Time"), and
without any further action on the part of the Company or its
shareholders, each share of the Company's Common Stock then issued
(including shares held in the treasury of the Company) (the "Existing
Common Stock"), shall be automatically converted into and reclassified
as (i) one-half (1/2) of a fully paid and non-assessable share of Class
A Common Stock, and (ii) one-half (1/2) of a fully paid and
non-assessable share of Class B Common Stock. Any stock certificate
that, immediately prior to the Effective Time, represents shares of
Existing Common Stock, will, from and after the Effective Time,
automatically and without the necessity of presenting the same for
exchange, represent that number of shares of Class A Common Stock and
Class B Common Stock equal, in each case, to the product obtained by
multiplying (a) the number of shares of Common Stock represented by
such certificate prior to the Effective Time by (b) one-half (1/2);
provided, however, that no fractional shares of Common Stock shall be
issued to any holder of the Existing Common Stock or reflected on the
transfer records of the Company (based upon the number of shares owned
by such holder regardless of the number of certificates issued to such
holder) by reason of the reclassification provided for herein. As soon
as practicable after the Effective Time, the Company's transfer agent
shall mail a letter of transmittal to each record holder who would be
entitled to receive a half share of Common Stock. In lieu of issuing
half shares, the Company shall pay to each holder of such a half share,
upon delivery of a properly executed letter of transmittal accompanied
by a stock certificate, an amount in cash equal to the greater of (i)
the average closing price per share of the Common Stock on the National
Association of Securities Dealers, Inc. Automated Quotation System
National Market System for the fifteen trading days immediately
preceding the date on which the Effective Time occurs and (ii) the
closing price per share of Common Stock on the National Association of
Securities Dealers, Inc. Automated Quotation System National Market
System on the trading day immediately preceding the Effective Time
occurs.
3. The Corporation's Restated Certificate of Incorporation, as
amended, is further amended by deleting Article X in its entirety.
4. The date of the adoption of the amendments by the Corporation's
shareholders was July 9, 1998.
5. The number of shares entitled to vote for the amendments was
5,202,245.
6. The number of shares voted for and against the amendments were as
follows:
For: __________
Against: __________
7. Upon the effective date of this Certificate of Amendment, each
existing share of common stock, par value $.10 per share ("Existing Common
Stock"), shall automatically be reclassified as one-half share of Class A Common
Stock, par value $.10 per share ("Class A Common Stock"), and one -half share of
Class B Common Stock, par value $.10 per share ("Class B Common Stock"). Each
certificate evidencing ownership of Existing Common Stock shall, upon the
effective date of this Certificate of Amendment, be deemed to evidence ownership
of the shares of Class A Common Stock and Class B Common Stock into which those
shares of Existing Common Stock will have been automatically reclassified. The
Corporation shall issue stock certificates to each of the Corporation's
shareholders evidencing his or her ownership of Class A Common Stock and Class B
Common Stock upon the surrender by each shareholder of stock certificates
evidencing ownership of the Existing Common Stock.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be executed on its behalf by its duly authorized officer as of
the date first above written.
BEL FUSE INC.
By: ____________________________
Daniel Bernstein, President
<PAGE>
EXHBIT 4.1
SPECIMEN COMMON STOCK CERTIFICATES
NUMBER [LOGO] bel SHARES
A BEL FUSE INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
CUSIP 077347201
SEE REVERSE FOR CERTAIN DEFINITIONS
- --------------------------------------------------------------------------------
THIS CERTIFIES THAT
is the owner of
- --------------------------------------------------------------------------------
FULLY-PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR
VALUE $.10 PER SHARE, OF BEL FUSE INC.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented thereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation of the Corporation and all amendments thereto and the By-Laws of
the Corporation, to all of which the holder of this Certificate assents by
acceptance hereof. This Certificate is not valid unless countersigned by the
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by the facsimile signatures of its duly authorized officers and a
facsimile of its corporate seal to be hereunto affixed.
DATED
/S/ COLIN W. DUNN [SEAL OF BEL FUSE INC.] /S/ DANIEL BERNSTEIN
- ------------------------ ----------------------
Colin W. Dunn Daniel Bernstein
Treasurer President
Countersigned and Registered:
Continental Stock Transfer & Trust Company
(Jersey City, N.J.)
Transfer Agent
and Registrar
- ---------------------
Authorized Officer
BEL FUSE, INC.
The Corporation will furnish without charge to
each stockholder who so requests the designations,
preferences and relative, participating, optional
or other special rights of each class of stock or
series thereof of this Corporation, and the
qualifications, limitations or restrictions of
such preferences and/or rights. Such request may
be made to the Corporation or to the Transfer
Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT----Custodian-------
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with under Uniform Gifts to Minors
right of survivorship and Act ---------------
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ------ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
[ ]
- --------------------------------------------------------------------------------
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------SHARES
of the capital stock represented by the within Certificate, and do hereby
irrevocable constitute and appoint
- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated-------------------------
-------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
-------------------------------------------------------
SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
<PAGE>
NUMBER [LOGO] bel SHARES
B BEL FUSE INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
CUSIP 077347300
SEE REVERSE FOR CERTAIN DEFINITIONS
- --------------------------------------------------------------------------------
THIS CERTIFIES THAT
is the owner of
- --------------------------------------------------------------------------------
FULLY-PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK, PAR
VALUE $.10 PER SHARE, OF BEL FUSE INC.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented thereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation of the Corporation and all amendments thereto and the By-Laws of
the Corporation, to all of which the holder of this Certificate assents by
acceptance hereof. This Certificate is not valid unless countersigned by the
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by the facsimile signatures of its duly authorized officers and a
facsimile of its corporate seal to be hereunto affixed.
DATED
/S/ COLIN W. DUNN [SEAL OF BEL FUSE INC.] /S/ DANIEL BERNSTEIN
- ------------------------ ----------------------
Colin W. Dunn Daniel Bernstein
Treasurer President
Countersigned and Registered:
Continental Stock Transfer & Trust Company
(Jersey City, N.J.)
Transfer Agent
and Registrar
- ---------------------
Authorized Officer
BEL FUSE, INC.
The Corporation will furnish without charge to
each stockholder who so requests the designations,
preferences and relative, participating, optional
or other special rights of each class of stock or
series thereof of this Corporation, and the
qualifications, limitations or restrictions of
such preferences and/or rights. Such request may
be made to the Corporation or to the Transfer
Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT----Custodian-------
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with under Uniform Gifts to Minors
right of survivorship and Act ---------------
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ------ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
[ ]
- --------------------------------------------------------------------------------
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------SHARES
of the capital stock represented by the within Certificate, and do hereby
irrevocable constitute and appoint
- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated-------------------------
-------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
-------------------------------------------------------
SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
