UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 27, 2020
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY | | 0-11676 | | 22-1463699 |
(State of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
206 Van Vorst Street, Jersey City, New Jersey | | 07302 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (201) 432-0463
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | | Trading Symbol | | Name of Exchange on Which Registered |
Class A Common Stock ($0.10 par value) | | BELFA | | Nasdaq Global Select Market |
Class B Common Stock ($0.10 par value) | | BELFB | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 27, 2020, the board of directors (the “Board”) of Bel Fuse Inc. (the “Company”) amended the Company’s Amended and Restated By-Laws (as amended, the “By-Laws”) to expressly permit, to the extent provided by law, the Company to hold meetings of the Company’s shareholders in part or solely by means of remote communication, effective immediately. The amendments to the By-Laws also permit the Company, upon authorization of the Board, to postpone, reschedule or cancel any meeting of the Company’s shareholders previously scheduled by the Board.
The intent of the amendments to the By-Laws is to afford the Company with additional flexibility in connection with the means of conducting shareholders meetings and implementing any adjournments and/or postponements thereof to accommodate changing circumstances. At present, the Company expects to hold its annual meeting of shareholders in person in May 2020. However, given current circumstances, the Board determined that it would be prudent to authorize conducting the meeting by remote communications should that become a necessity.
The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 – Amended and Restated By-Laws of Bel Fuse Inc. (Adopted March 27, 2020).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2020 | BEL FUSE INC. |
| (Registrant) |
| |
| |
By: | /s/Daniel Bernstein |
| Daniel Bernstein |
| President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit 3.1 | | Amended and Restated By-Laws of Bel Fuse Inc. (Adopted March 27, 2020). | | |
