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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A1
Amending Part III to Include Information
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required) For the
transition period from ______________ to ________________
Commission File Number 0-11676
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BEL FUSE INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1463699
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
198 Van Vorst Street, Jersey City, New Jersey 07302
(201) 432-0463
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(Address and telephone number, including area code,
of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates as of March
16, 1998 was approximately $95,443,000 (based upon the closing sales price of
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Number of shares of Common Stock outstanding as of March 16, 1998:
5,139,670
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Documents incorporated by reference:
None
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<PAGE>
PART III
Item 10. Directors of the Registrant; Compliance with Section 16(a) of
the Exchange Act
-------------------------------------------------------------
The following table and biographical outlines set forth the directors of
the Company and a brief account of the business experience of each such director
for the past five years. Daniel Bernstein, Peter Gilbert and John Johnson are
nominees for directors at Bel Fuse's 1998 annual meeting. If elected, their
terms will expire in 2001. Howard Bernstein's and John Tweedy's terms expire in
2000 and Elliot Bernstein's and Robert Simandl's terms expire in 1999.
Director
Name Age Since Business Experience
- ---- --- -------- -------------------
Elliot Bernstein 74 1949 Chairman of the Board (June 1992
to Present) and Chief Executive
Officer of the Company; President
of the Company (prior years to
June 1992)
Daniel Bernstein 44 1986 President (June 1992 to 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)
Howard B. Bernstein 72 1954 Retired
John F. Tweedy 52 1996 Director of Corporate Communica-
tions 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)
Robert H. Simandl 69 1967 Secretary of the Company;
Practicing Attorney; Member of
the law firm of Simandl & Gerr
(January 1992 to January 1995);
member of the law firm of
Robert Simandl, Counselor of
Law (prior years).
<PAGE>
Item 10. Directors of the Registrant; Compliance with Section 16(a) of
the Exchange Act (Continued)
-------------------------------------------------------------
Director
Name Age Since Business Experience
- ---- --- -------- -------------------
Peter Gilbert 50 1987 President and Chief Executive
Officer of The Gilbert Manu-
facturing Company, a division
of Larsdale, Inc., Boston,
Massachusetts (manufacturer
of electrical components).
John S. Johnson 68 1996 Independent consultant (April
1993 to Present) for various
companies, including the Company
(during 1995); Corporate Con-
troller of AVX Corporation (manu-
facturer of electronic com-
ponents) (1978 to March 1993)
Messrs. Elliot and Howard Bernstein are brothers. Daniel Bernstein is Elliot
Bernstein's son and Howard Bernstein's nephew.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
- --------------------------------------------------------------------
To the Company's knowledge, based solely on a review of such materials as
are required by the Securities and Exchange Commission, no officer, director or
beneficial holder of more than ten (10%) percent of the Company's issued and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange Commission any form or report, required to be filed pursuant to Section
16(a) of the Securities Exchange Act of 1934 during the year ended December 31,
1997.
Item 11. Executive Compensation
----------------------
The following table sets forth, for the fiscal years ended December 31,
1995, 1996 and 1997, 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 1997 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
Annual Compensation ---------------------
Name and ----------------------------- Securities Underlying
Principal Position Year Salary Bonus Other Options/SARs (#) Compensation
- ------------------ ---- -------- ------- -------- ---------------------- ------------
(A) (B)
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein 1997 $350,000 $ -- $ -- -- $23,756
Chairman and Chief 1996 350,000 -- -- -- 30,756
Executive Officer 1995 350,000 -- -- -- 32,621
Daniel Bernstein 1997 173,807 75,000 -- -- 11,849
President 1996 148,704 75,000 -- -- 8,850
1995 138,800 10,769 -- -- 8,873
Arnold Sutta 1997 122,317 9,420 -- -- 4,397
Vice President 1996 121,895 9,420 -- 10,000 4,328
1995 116,099 8,971 -- -- 4,118
Colin Dunn 1997 142,074 20,769 -- -- 5,525
Vice President 1996 134,204 20,269 -- -- 5,023
And Treasurer 1995 117,776 9,152 -- -- 4,193
Joseph Meccariello 1997 132,290 31,200 100,906 10,000 6,611
Vice President 1996 119,615 20,004 97,957 -- 8,374
1995 104,410 7,012 97,025 -- 7,312
</TABLE>
<PAGE>
Item 11. Executive Compensation (Continued)
- --------------------------------------------
- ---------------
(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 $100,906, $97,957 and $97,025 during
1997, 1996 and 1995, respectively.
(B) Compensation reported under this column for 1997 includes: (i)
contributions of $17,500 for Elliot Bernstein and $6,611 for Joseph
Meccariello to the Company's Far East Retirement Plan and contributions
of $7,849, $4,397 and $5,525, respectively, for Daniel Bernstein, Arnold
Sutta and Colin Dunn, respectively, to the Company's 401(k) Plan, to
match 1997 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) $2,256 paid by the Company as a premium for term life insurance
for Elliot Bernstein.
EMPLOYMENT AGREEMENT
The Company and Mr Elliot Bernstein have entered into an employment
agreement, dated October 29, 1997. Pursuant to his employment agreement, Mr.
Bernstein will continue to serve as Chairman of the Board of Bel for on-going
three year terms, at a base salary of $350,000 per year. Mr. Bernstein will also
be entitled to receive those benefits which he is currently receiving, including
health care and insurance benefits. The employment agreement provides that if
Mr. Bernstein is disabled and cannot perform his duties under the agreement or
if he dies, the Company will continue to pay to Mr. Bernstein or his estate his
base salary for the balance of term in effect at the time of such termination.
The employment also contains non-competition provisions which extend during the
term of the agreement and for a period of one year following termination of
employment.
STOCK OPTION GRANTS
The Company maintains a Stock Option Plan (the "Plan") for employees. The
options granted under the Plan generally have terms of five years and terminate
at or within a specified period of time after the optionee's employment with the
Company ends. Options are exercisable in installments determined at the date of
grant. The following table contains information regarding the grant of stock
options under the Plan to Joseph Meccariello, the only Named Officer who
received a stock option grant during the year ended December 31, 1997:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
-------------------------------------------------------------- Value at Assumed
Number of Percent of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise or For Option Term (A)
Options/SARs Employees Base Price Expiration ----------------------
Name Granted (#) in 1997 ($/sh.) Date 5% ($) 10% ($)
- ---- ------------ ----------- ---------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Joseph Meccariello 10,000 9.5% $13.25 3/7/2002 $36,607 $80,893
</TABLE>
<PAGE>
Item 11. Executive Compensation (Continued)
----------------------------------
- ---------------
(A) Amounts represent hypothetical gains that could be achieved if the
listed options were exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%,
compounded annually from the date the options were granted to their
expiration date, based upon the fair market value of the Common Stock as
of the date the options were granted. Actual gains, if any, on stock
option exercises and Common Stock holdings are dependent upon the future
performance of the Company and overall financial market conditions.
There can be no assurance that amounts reflected in this table will be
achieved.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information regarding stock option exercises
by the Named Oficers during the year ended December 31, 1997, 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, 1997. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and $19.125, the closing sale price of
the Company's Common Stock on December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value
Realized
(Market Price Number of Securities Value of
on Exercise Underlying Unexercised Unexercised In-The-Money
Common Shares Date Less Options/SARs at Year End (#) Options/SARs at Year-End (#)
Acquired on Exercise ----------------------------- ----------------------------
Name Exercise (#) Price)($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Elliot Bernstein -- -- 15,000 5,000 171,375 57,125
Daniel Bernstein -- -- 15,000 5,000 171,375 57,125
Arnold Sutta 2,500 10,000 -- 7,500 -- 38,437
Colin Dunn 3,750 37,500 3,750 3,750 45,469 45,469
Joseph Meccariello 2,500 25,391 -- 11,250 -- 74,531
</TABLE>
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 1997. 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 1997 were not material. The Company will retain Mr. Simandl in
1998.
Daniel Bernstein served as a member of the Compensation Committee of the
Company's Board of Directors during 1997, although he did not participate with
respect to determinations regarding his own compensation. Daniel Bernstein has
been President of the Company since 1992, served the Company in other capacities
in prior years, and has been a director of the Company since 1986.
<PAGE>
Item 11. Executive Compensation (Continued)
- --------------------------------------------
COMPENSATION OF DIRECTORS
In 1997, 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 Company's foreign subsidiaries.
John S. Johnson, a director of the Company, provides consulting services to
the Company from time to time. In 1997, fees received by Mr. Johnson for such
services were not material.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth certain information known to the Company as
of the date of this statement, with respect to beneficial ownership of: (i) each
person who is known by the Company to be the beneficial owner of more than five
(5%) percent of the Company's outstanding Common Stock; (ii) each of the
Company's directors and named executive officers; and (iii) all executive
officers and directors as a group. Except as otherwise indicated, the Company
believes that the beneficial owners of the Common Stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws, where applicable.
Amount and
Nature of
Name and Beneficial
Address of Ownership Percent
Beneficial as of of Shares
Owner April 1, 1998 Outstanding(A)
- ---------- ------------- --------------
Elliot Bernstein (B) 494,351 (C) 9.6%
Daniel Bernstein 245,058 (D) 4.8
Howard B. Bernstein (B) 282,800 (E) 5.5
John Tweedy 500 *
Robert Simandl 3,170 (F) *
Peter Gilbert 1,000 *
John Johnson 3,800 (G) *
Arnold Sutta 8,107 (H) *
Colin Dunn 2,271 (I) *
Joseph Meccariello 4,167 (J) *
Dimensional Fund Advisors Inc. 388,100 (K) 7.6
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401
Denver Investment Advisors 270,600 5.3
L.L.C.
1225 17th Street, 26th Floor
Denver, CO 80202
All Directors and Executive 1,050,516 (L) 20.3
Officers as a group (con-
sisting of 11 persons)
- -------------
(A) There were 5,139,670 shares of Common Stock outstanding as of April 1,
1998.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
(Continued)
--------------------------------------------------------------
(B) The addresses of each of these persons is c/o Bel Fuse Inc., 198 Van Vorst
Street, Jersey City, NJ 07302
(C) Includes 15,000 shares which may be acquired by Elliot Bernstein on or
before May 30, 1998 upon the exercise of stock options, 26,800 shares held
of record by Elliot Bernstein's wife, 32,600 shares owned by a
not-for-profit foundation of which Mr. Bernstein is President and Trustee
and 200,000 shares owned by a family partnership of which Mr. Bernstein is
the general partner. Also includes an aggregate of 4,631 shares allocated
to Elliot Bernstein in the Company's Far East Retirement Plan over which he
has voting but no investment power.
(D) Includes 15,000 shares which may be acquired by Daniel Bernstein on or
before May 30, 1998 upon the exercise of stock options and 25,000 shares
held by Daniel Bernstein as trustee for his children. Also includes 3,059
shares allocated to Daniel Bernstein in the Company's 401(k) Plan over
which he has voting but no investment power.
(E) Includes 500 shares held of record by Howard Bernstein's wife. Mr.
Bernstein disclaims beneficial ownership of these shares.
(F) Includes 2,400 shares held of record by Mr. Simandl's wife.
(G) Includes 300 shares held by Mr. Johnson as custodian for his grandchildren.
(H) Includes 2,794 shares allocated to Mr. Sutta in the Company's 401(K) Plan
over which he has voting but no investment power and 2,500 shares which may
be acquired by Mr. Sutta on or before May 30, 1998 upon the exercise of
stock options.
(I) Includes 2,271 shares allocated to Mr. Dunn in the Company's 401(K) Plan
over which he has voting but no investment power.
(J) Includes 3,750 shares which may be acquired by Mr. Meccariello on or before
May 30, 1998 upon the exercise of stock options and 417 shares allocated to
Mr. Meccariello in the Company's Far East Retirement Plan over which he has
voting but no investment power.
(K) Dimensional has provided the following information in its filings with the
Securities and Exchange Commission:
All of these shares were owned by advisory clients of Dimensional, no one
of which, to the knowledge of Dimensional, owned more than 5% of Bel's
outstanding common stock. Dimensional disclaims beneficial ownership of all
such shares.
(L) Includes 36,250 shares which may be acquired on or before May 30, 1998 upon
the exercise of stock options and 15,714 shares allocated the Company's
401(K) Plan and Far East Retirement Plan over which they have voting but no
investment power.
* Shares constitute less than one percent of the shares of Common Stock
outstanding.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this amendment to the Company's Report on Form 10-K has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
BEL FUSE, INC.
BY: /s/ DANIEL BERNSTEIN
---------------------------
Daniel Bernstein, President
Dated: April 28, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ ELLIOT BERNSTEIN Chairman of the Board
- ------------------------- and Director (Principal April 28, 1998
Elliot Bernstein Executive Officer)
/s/ DANIEL BERNSTEIN President, (Principal
- ------------------------- Financial and Accounting April 28, 1998
Daniel Bernstein Officer) and Director
/s/ HOWARD B. BERNSTEIN Director April 28, 1998
- -------------------------
Howard B. Bernstein
/s/ ROBERT H. SIMANDL Director April 28, 1998
- -------------------------
Robert H. Simandl
/s/ PETER GILBERT Director April 28, 1998
- -------------------------
Peter Gilbert
/s/ JOHN TWEEDY Director April 28, 1998
- -------------------------
John Tweedy
/s/ JOHN JOHNSON Director April 28, 1998
- -------------------------
John Johnson
