SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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| No fee required.
(TM) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[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 Courtyard Marriott, 540 Washington Boulevard, Jersey
City, New Jersey 07310, on Thursday, May 24, 2001 at 2:00 p.m. for the following
purposes:
1. To elect three 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 19, 2001 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 24, 2001
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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.
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THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT ARE FURNISHED TO THE
HOLDERS OF THE COMPANY'S CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE, FOR
INFORMATIONAL PURPOSES. HOLDERS OF CLASS B COMMON STOCK ARE NOT ENTITLED TO VOTE
AT THE ANNUAL MEETING IN ACCORDANCE WITH THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED.
BEL FUSE INC.
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PROXY STATEMENT
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The following statement is furnished to the holders of the Class A Common
Stock, par value $0.10 per share (the "Class A Common Stock"), of Bel Fuse Inc.
("Bel" or the "Company"), a New Jersey corporation with its principal executive
offices at 206 Van Vorst Street, Jersey City, New Jersey 07302, in connection
with the solicitation by the Board of Directors of Bel of proxies to be used at
Bel's Annual Meeting of Shareholders. The Annual Meeting will be held at the
Courtyard Marriott, 540 Washington Boulevard, Jersey City, New Jersey 07310, on
Thursday, May 24, 2001 at 2:00 p.m. This Proxy Statement is also furnished to
the holders of Bel's Class B Common Stock, par value $0.10 per share (the "Class
B Common Stock"), for informational purposes. Holders of Class B Common Stock
are not entitled to vote at the Annual Meeting in accordance with Bel's
Certificate of Incorporation, as amended. This Proxy Statement and, as to
holders of the Class A Common Stock, the enclosed form of proxy are first being
sent to shareholders on or about April 24, 2001. As used in the remainder of
this Proxy Statement, the term "shareholders" shall refer to the holders of
Bel's Class A Common Stock.
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 "FOR" 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 Class A 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 Class A 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 Class A Common Stock are not entitled
to cumulative voting in the election of directors.
1
Holders of record of the Class A Common Stock at the close of business on
April 19, 2001 (the record date fixed by the Board of Directors) will be
entitled to receive notice of, and to vote at, the Annual Meeting. At the close
of business on the record date, there were 2,655,952 shares of Class A 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.
The Company's management is not aware of any individual or entity that
owned of record or beneficially more than five percent of the Class A Common
Stock as of the record date other than Elliot Bernstein, Howard B. Bernstein and
Dimensional Fund Advisors Inc. ("Dimensional"). 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 206 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 a filing made by Dimensional with the Securities and Exchange
Commission, Dimensional beneficially owned the following number of shares of the
Company's Class A Common Stock as of December 31, 2000.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
---------------- ----------------------- -----
Dimensional Fund Advisors, Inc. ...... 461,700 (1) 5.85%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
- ----------
(1) Dimensional, a registered investment advisor, is deemed to have beneficial
ownership of 461,700 shares of Bel's Class A Common Stock as of December
31, 2000, all of which 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 Class A Common Stock. Dimensional disclaims
beneficial ownership of all such shares. The foregoing information is based
on a filing made by Dimensional with the Securities and Exchange
Commission.
2002 ANNUAL MEETING; NOMINATIONS
Shareholders intending to present proposals at the 2002 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
December 25, 2001 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 and
no later than March 10, 2002 in order for such proposals to be considered at
next year's meeting (but not included in the proxy statement for such meeting).
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 Class A Common Stock will elect three directors for three year terms.
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 nominees listed 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.
2
The following sets forth information as of March 1, 2001 concerning the
nominees for election to the Board of Directors and 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.
NOMINEES FOR DIRECTOR FOR TERMS WHICH WILL EXPIRE AT THE 2004 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- ----- -------------------
Daniel Bernstein* ................ 47 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).
Peter Gilbert .................... 53 1987 Chairman of the Board and Chief Executive Officer
(1997 to Present) of PCA Aerospace, Inc. (a manufacturer of
machined components for the aerospace industry); Executive Vice
President (2000 to Present) of PCA Industries (manufacturer of
cast aluminum automobile wheels); President and Chairman of the
Board (prior years to 1996) of Gilbert Manufacturing Co. (a
manufacturer of electrical components).
John S. Johnson .................. 71 1996 Independent consultant (April 1993 to Present) for
various companies, including the Company (during 1995); Corporate
Controller of AVX Corporation (manufacturer of electronic
components) (1978 to March 1993).
DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- ----- -------------------
Elliot Bernstein* ................ 77 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).
Robert Simandl ................... 72 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 H. Simandl, Counselor of Law (prior years).
3
DIRECTORS WHOSE TERMS EXPIRE AT THE 2003 ANNUAL MEETING
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE
---- --- ----- -------------------
Howard B. Bernstein* ............. 75 1954 Retired.
John F. Tweedy ................... 55 1996 Independent consultant (February 2000 to Present);
Director of Public Relations of GlobeSpan Semiconductor Inc.
(supplier of semiconductor integrated circuit products) (January
1999 to February 2000); Director of Corporate Communications of
Standard Microsystems Corp. (supplier of semiconductor integrated
circuit products) (July 1995 to January 1999).
* Messrs. Elliot and Howard B. Bernstein are brothers. Daniel Bernstein is
Elliot Bernstein's son and Howard B. Bernstein's nephew.
BENEFICIAL OWNERSHIP OF THE COMPANY'S STOCK
The following table sets forth certain information regarding the ownership
of Bel's Class A Common Stock and Class B Common Stock as of March 1, 2001 by
(a) each director and nominee; (b) each of the Named Officers (as defined
below); and (c) all directors and executive officers as a group. Unless
otherwise stated in the footnotes following the table, the nominees, directors
and Named Officers listed in the table have sole power to vote and dispose of
the shares which they beneficially owned as of March 1, 2001.
AGGREGATE NUMBER OF SHARES BENEFICIALLY OWNED (1)
---------------------------------------------------------
CLASS A COMMON STOCK CLASS B COMMON STOCK
------------------------- -----------------------------
PERCENT OF PERCENT OF
OUTSTANDING OUTSTANDING
NO. OF SHARES SHARES NO. OF SHARES SHARES
------------- ----------- ------------- -----------
Daniel Bernstein (2) .............................. 128,549 4.8 362,661 4.5
Elliot Bernstein (3) .............................. 253,357 9.5 758,474 9.4
Howard B. Bernstein (4) ........................... 140,250 5.3 401,550 5.0
Colin Dunn (5) .................................... 1,128 * 23,762 *
Peter Gilbert (6) ................................. 500 * 1,900 *
John S. Johnson (7) ............................... 1,900 * 10,300 *
Joseph Meccariello (8) ............................ 4,038 * 12,284 *
Robert H. Simandl (9) ............................. 1,585 * 4,755 *
Arnold Sutta (10) ................................. 1,518 * 6,161 *
John F. Tweedy .................................... 250 * 2,750 *
All directors, nominees and executive
officers as a group (11 persons) (11) ........... 533,075 20.0 1,584,197 19.6
(1) As of March 1, 2001, there were 2,654,202 and 8,025,437 shares of Class A
Common Stock and Class B Common Stock outstanding, respectively.
(2) The shares of Class A Common Stock beneficially owned by Daniel Bernstein
include (i) 12,500 shares which may be acquired by him on or before May 1,
2001 upon the exercise of stock options, (ii) 11,500 shares held by Mr.
Bernstein as trustee for his children and (iii) 1,550 shares allocated to
Mr. Bernstein in the Company's 401(k) Plan over which he has voting but no
investment power. The shares of Class B Common Stock beneficially
4
owned by Daniel Bernstein include (i) 20,500 shares which may be acquired
by him on or before May 1, 2001 upon the exercise of stock options, (ii)
36,500 shares held by Mr. Bernstein as trustee for his children and (iii)
5,664 shares allocated to Mr. Bernstein in the Company's 401(k) Plan over
which he has no voting or investment power.
(3) The shares of Class A Common Stock beneficially owned by Elliot Bernstein
include: (i) 13,400 shares held of record by Mr. Bernstein's wife, (ii)
18,800 shares owned by a not-for-profit foundation of which Mr. Bernstein
is President and Trustee, (iii) 104,500 shares owned by a family
partnership of which Mr. Bernstein is the general partner and (iv) 1,497
shares allocated to Mr. Bernstein in the Company's Far East Retirement Plan
(the "Far East Plan") over which he has voting but no investment power. The
shares of Class B Common Stock beneficially owned by Elliot Bernstein
include: (i) 20,500 shares which may be acquired by him on or before May 1,
2001 upon the exercise of stock options; (ii) 40,200 shares held of record
by Mr. Bernstein's wife, (iii) 59,900 shares owned by a not-for-profit
foundation of which Mr. Bernstein is President and Trustee, (iv) 304,500
shares owned by a family partnership of which Mr. Bernstein is the general
partner and (v) 5,134 shares allocated to Mr. Bernstein in the Far East
Plan over which he has no voting or investment power.
(4) The shares of the Company beneficially owned by Howard B. Bernstein include
250 shares of Class A Common Stock and 750 shares of Class B Common Stock
held of record by Mr. Bernstein's wife. Mr. Bernstein disclaims beneficial
ownership of these shares.
(5) The shares of Class A Common Stock beneficially owned by Colin Dunn include
1,128 shares which may be acquired by him on or before May 1, 2001 upon the
exercise of stock options. The shares of Class B Common Stock beneficially
owned by Mr. Dunn include: (i) 16,621 shares which may be acquired by him
on or before May 1, 2001 upon the exercise of stock options and (ii) 4,266
shares allocated to him in the Company's 401(k) Plan over which he has no
voting or investment power.
(6) The shares of Class B Common Stock beneficially owned by Mr. Gilbert
include 400 shares held of record of Mr. Gilbert's daughters.
(7) The shares of the Company beneficially owned by Mr. Johnson include 150
shares and 1,050 shares, respectively, of Class A Common Stock and Class B
Common Stock held by Mr. Johnson as custodian for his grandchildren.
(8) The shares of Class A Common Stock beneficially owned by Mr. Meccariello
include: (i) 1,250 shares which may be acquired by him on or before May 1,
2001 upon the exercise of stock options and (ii) 288 shares allocated to
him in the Company's 401(k) Plan over which he has voting but no investment
power. The shares of Class B Common Stock beneficially owned by Mr.
Meccariello include: (i) 7,750 shares which may be acquired by him on or
before May 1, 2001 upon the exercise of stock options, (ii) 760 shares held
of record by Mr. Meccariello's wife, (iii) 411 shares allocated to him in
the Far East Plan over which he has no voting or investment power and (iv)
863 shares allocated to him in the Company's 401(k) Plan over which he has
no voting or investment power.
(9) The shares of the Company beneficially owned by Mr. Simandl include 1,200
shares of Class A Common Stock and 3,600 shares of Class B Common Stock
held of record by Mr. Simandl's wife.
(10) The shares of the Company beneficially owned by Mr. Sutta include 1,418
shares of Class A Common Stock and 5,861 shares of Class B Common Stock
allocated to Mr. Sutta in the Company's 401(k) Plan over which he has with
respect to the Class A Common Stock, voting but no investment power and
with respect to the Class B Common Stock, no voting or investment power.
(11) Includes 14,878 shares of Class A Common Stock and 65,371 shares of Class B
Common Stock which may be acquired on or before May 1, 2001 upon the
exercise of stock options and 4,753 and 22,199 shares of Class A Common
Stock and Class B Common Stock, respectively, allocated in the Company's
401(k) Plan and Far East Plan over which such persons have with respect to
the Class A Common Stock, voting but no investment power and with respect
to the Class B Common Stock, no voting or investment power.
* Shares constitute less than one percent of the shares of Class A Common
Stock or Class B Common Stock outstanding.
5
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and greater than 10 percent beneficial owners to
file with the Securities and Exchange Commission certain reports regarding such
persons' ownership of the Company's securities. Directors, officers and greater
than 10 percent beneficial owners are required by applicable regulations to
furnish Bel with copies of all Section 16(a) forms they file. Based solely upon
a review of the copies of the forms or information furnished to Bel, Bel
believes that during its 2000 fiscal year all filing requirements applicable to
its directors, officers and greater than 10 percent beneficial owners were
satisfied on a timely basis, except that Elliot Bernstein (the Company's
Chairman) did not file on a timely basis a report disclosing his January 2000
option exercise of 12,500 shares of Class B Common Stock, Peter Gilbert (a
director of the Company) did not file on a timely basis a report disclosing a
purchase by his daughters of 400 shares of Class B Common Stock in October 2000,
and Arnold Sutta (an executive officer of the Company) did not file on a timely
basis a report disclosing two stock option exercises in March 2000 (one for
1,250 shares of Class A Common Stock and one for 3,750 shares of Class B Common
Stock) and the sale of all of the shares acquired on exercise, which sales
occurred on the exercise date. These late filings were inadvertent, and the
required filings were made promptly after noting the failures to file.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
1998, 1999 and 2000, 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 2000 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ---------------------
----------------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) OPTIONS/SARS(#)(2) COMPENSATION(3)
- --------------------------- ---- -------- ------- -------- --------------------- ---------------
Elliot Bernstein ................. 2000 $350,000 $50,000 $-- 32,000 $30,756
Chairman and Chief 1999 350,000 -- -- -- 30,756
Executive Officer 1998 350,000 -- -- 50,000 30,756
Daniel Bernstein ................. 2000 196,968 155,955 32,000 10,496
President 1999 189,280 94,640 -- -- 13,349
1998 182,001 110,700 -- 50,000 9,810
Arnold Sutta ..................... 2000 175,752 24,959 -- -- 5,412
Vice President 1999 155,992 29,998 -- -- 5,930
1998 150,747 29,305 -- -- 4,850
Colin Dunn ....................... 2000 171,092 75,928 -- 16,000 5,277
Vice President and 1999 151,856 39,843 -- -- 7,096
Treasurer 1998 146,016 71,659 -- 30,000 4,730
Joseph Meccariello ............... 2000 148,734 75,610 86,828 16,000 7,404
Vice President 1999 142,978 36,410 91,473 -- 10,008
1998 137,495 70,339 100,775 -- 9,622
- ----------
(1) 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 $86,828, $91,473, and $100,775 during 2000, 1999, and 1998,
respectively.
6
(2) The securities underlying options have been adjusted to reflect Bel's
2-for-1 stock split payable on December 1, 1999 (the "December 1999 Stock
Split") to the shareholders of record on November 22, 1999, in the form of
a dividend of 1 share of Class B Common Stock for each shares of Class A
and Class B Common Stock outstanding.
(3) Compensation reported under this column for 2000 includes: (i)
contributions of $24,500 for Elliot Bernstein and $7,404 for Joseph
Meccariello to the Company's Far East Retirement Plan and contributions of
$6,496, $5,412 and $5,277, respectively, for Daniel Bernstein, Arnold Sutta
and Colin Dunn, respectively, to the Company's 401(k) Plan, to match 2000
pre-tax elective deferral contributions (included under "Salary") made by
each Named Officer to such Plans, such contributions currently being made
in shares of the Company's Class B 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 the term in effect at the time of such
termination. The employment agreement 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 OPTIONS
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 the Named Officers during the year ended December 31,
2000:
7
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF
COMMON SHARES TOTAL OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES IN PRICE EXPIRATION OPTION TERM (3)
NAME GRANTED FISCAL 2000 PER SHARE DATE 5% 10%
- ---- ------------- ------------- --------- ---------- -------- --------
Elliot Bernstein ....... 32,000(1) 8.8% $18.70 4/24/05 $130,614 $365,350
Daniel Bernstein ....... 32,000(1) 8.8 18.70 4/24/05 130,614 365,350
Arnold Sutta ........... -- -- -- -- -- --
Colin Dunn ............. 1,014(2)/ .2 17.00/ 4/24/05/ 5,863/ 13,301/
14,986(1) 4.1 17.00 4/24/05 86,645 196,574
Joseph Meccariello ..... 16,000(1) 4.4 17.00 4/24/05 92,507 209,875
- ----------
(1) The underlying securities are Class B Common Stock.
(2) The underlying securities are Class A Common Stock.
(3) 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 Class A Common Stock or Class B
Common Stock as of the date the options were granted. Actual gains, if any,
on stock option exercises and 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 Officers during the year ended December 31, 2000, 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, 2000. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and either $33.50 or $34.00, the closing
sale price of the Company's Class A Common Stock or Class B Common Stock,
respectively, on December 29, 2000, the last trading day of 2000.
8
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
SHARES OF VALUE REALIZED CLASS A / CLASS B VALUE OF
CLASS A / (MARKET PRICE SECURITIES UNDERLYING UNEXERCISED
CLASS B ON EXERCISE UNEXERCISED IN-THE-MONEY
STOCK DATE LESS OPTIONS/SARS AT YEAR END(#) OPTIONS/SARS AT YEAR-END($)
ACQUIRED ON EXERCISE --------------------------- ---------------------------
NAME EXERCISE(#) PRICE) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- ----------- ------------- ----------- -------------
Elliot Bernstein .......... --/ --/ --/ --/ --/ --/
12,500 175,625 -- 69,500 -- 1,527,225
Daniel Bernstein .......... --/ --/ 12,500/ 12,500/ 336,250/ 336,250/
-- -- 12,500 44,500 336,250 825,850
Arnold Sutta .............. 1,250 18,425/ --/ --/ --/ --/
3,750 48,750 -- -- -- --
Colin Dunn ................ --/ --/ 875/ 1,889/ 24,062/ 38,794/
1,250 7,062 875 15,861 24,500 379,262
Joseph Meccariello ........ 2,500/ 16,625/ --/ 1,250/ --/ 33,427/
7,500 49,875 -- 17,250 -- 302,462
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 2000, the Board held five 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
Daniel Bernstein, Peter Gilbert and Robert H. Simandl; and the Audit Committee
is composed of Peter Gilbert, John S. Johnson and John F. Tweedy. 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 2000, the Executive Committee
held two meetings, the Audit Committee held four meetings and the Compensation
Committee held two meetings.
In 2000, 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 do not
receive directors' fees otherwise payable to directors of the Company, but
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, provides consulting services to
the Company from time to time. In 2000, fees received by Mr. Johnson for such
services were not material.
For a description of legal services provided to the Company by Robert H.
Simandl during 2000, see "Compensation Committee Interlocks and Insider
Participation."
AUDIT COMMITTEE MATTERS
Audit Committee Charter. The Audit Committee has adopted a charter which is
attached to this Proxy Statement as Appendix A.
9
Independence of Audit Committee Members. The Class A and Class B Common
Stock are listed on the Nasdaq National Market and the Company is governed by
the listing standards applicable thereto. All members of the Audit Committee of
the Board of Directors have been determined to be "independent directors"
pursuant to the definition contained in Rule 4200(a)(14) of the National
Association of Securities Dealers' Marketplace rules.
Audit Committee Report. In connection with the preparation and filing of
the Company's Annual Report on Form 10-K for the year ended December 31, 2000:
(1) The Audit Committee reviewed and discussed the audited financial statements
with the Company's management;
(2) the Audit Committee discussed with the Company's independent auditors the
matters required to be discussed by SAS 61;
(3) the Audit Committee received and reviewed the written disclosures and the
letter from the Company's independent auditors required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with the Company's independent auditors any
relationships that may impact their objectivity and independence and
satisfied itself as to the auditors' independence; and
(4) based on the review and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included
in the 2000 Annual Report on Form 10-K.
By: The Audit Committee of the Board of Directors
Peter Gilbert
John S. Johnson
John F. Tweedy
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1995 in Bel's
Common Stock and, since the Company's recapitalization effected July 9, 1998, in
Bel's Class A Common Stock and Class B Common Stock with the Nasdaq Stock Index
and 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 in either the Class A Common Stock or the
Class B Common Stock would increase or decrease in value over time, based on
dividends and increases or decreases in market prices. The market prices of the
Class A Common Stock and the Class B Common Stock were averaged.
10
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Prepared by the Center for Research in Security Prices
Produced on 03/23/2001 including data to 12/29/2000
SYMBOL CRSP TOTAL RETURNS INDEX FOR:
- ------ -----------------------------
[ ] ............. BEL FUSE INC.
* .............. Nasdaq Stock Market (US Companies)
X .............. Nasdaq Electronic Components Stocks
SIC 3670-3679 US & Foreign
[GRAPHICAL REPRESENTATION OF DATA CHART]
CRSP TOTAL RETURNS INDEX FOR: 12/1995 12/1996 12/1997 12/1998 12/1999 12/2000
- ----------------------------- ------- ------- ------- ------- ------- -------
BEL FUSE INC. ......................... 100.0 134.5 182.1 370.6 521.8 680.5
Nasdaq Stock Market (US Companies) .... 100.0 123.0 150.7 212.5 394.8 237.4
Nasdaq Electronic Components Stocks
SIC 3670-3679 US & Foreign .......... 100.0 173.2 181.6 280.5 521.6 427.9
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/29/95.
11
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"). 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
2000 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. Mr. Daniel Bernstein, a member of the
Committee, did not participate with respect to determinations regarding his own
compensation.
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
several years that the Chief Executive Officer's salary would not be increased.
The salary of Daniel Bernstein, President of the Company, was raised during each
of the last three years to reflect an adjustment for inflation. Elliot Bernstein
and Daniel Bernstein also received bonuses in 2000 as a result of their
performance and that of the Company. Daniel Bernstein also received bonuses in
1999 and 1998 as a result of his performance and that of the Company. Bonuses
were granted to the other Named Officers for 2000 and their salaries were
increased in 2000 as a result of their individual performance and that of the
Company.
The Company's long-term incentive award program includes the grant of stock
options. Stock options only produce value to executives if the price of the
Company's stock appreciates, thereby directly linking the interests of
executives with those of stockholders. All of the Company's stock options have
been granted at exercise prices at least equal to the market price on the grant
date. During 2000, stock options were granted to Elliot Bernstein, Daniel
Bernstein, Colin Dunn and Joseph Meccariello to reward their performance and
contributions to the Company.
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
under the 401(k) Plan are currently made in shares of Bel's Class B Common Stock
and under the Far East Retirement Plan are currently made partly in shares of
Bel's Class B Common Stock (approximately 10% of the Company's contribution) and
partly in cash (approximately 90% of the contribution). 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
12
Directors will continue to evaluate the impact of this legislation on Bel's
compensation program and intends 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
DANIEL BERNSTEIN
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Daniel Bernstein, Peter Gilbert and Robert H. Simandl served as members of
the Compensation Committee of the Company's Board of Directors during 2000.
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 2000 were not material. The Company will retain Mr.
Simandl in 2001.
Although Daniel Bernstein served as a member of the Compensation Committee
of the Company's Board of Directors during 2000, 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.
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, 2001. 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.
AUDIT FEES AND RELATED MATTERS
Audit Fees. The Company was billed $231,000 for the audit of the Company's
annual financial statements for the year ended December 31, 2000 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q filed during 2000.
Financial Information Systems Design Implementation Fees. The Company was
billed $-0- for the professional services described in Paragraph (c)(4)(ii) of
Rule 2-01 of the SEC's Regulation S-X (in general, information technology
services) rendered by the Company's principal accountant during the year ended
December 31, 2000.
All Other Fees. The Company was billed $118,000 for non-audit services
(other than the non-audit services described above) rendered by the Company's
principal accountant during the year ended December 31, 2000.
Other Matters. The Audit Committee of the Board of Directors has considered
whether the provision of information technology services and other non-audit
services is compatible with maintaining the independence of the Company's
principal accountant.
Of the time expended by the Company's principal accountant to audit the
Company's financial statements for the year ended December 31, 2000, less than
50% of such time involved work performed by persons other than the principal
accountant's full-time, permanent employees.
13
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 24, 2001
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2000,
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.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE (EXCLUDING EXHIBITS) WITHOUT COST TO SHAREHOLDERS UPON WRITTEN REQUEST
MADE TO JERRY KIMMEL, BEL FUSE INC., 206 VAN VORST STREET, JERSEY CITY, NEW
JERSEY 07302.
14
APPENDIX A
BEL FUSE INC. BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board of Directors of Bel Fuse Inc.
("Bel") to assist the Bel Board in monitoring (a) the integrity of the financial
statements of Bel and its subsidiaries (the "Company") and (b) the independence
of performance of the Company's external and, if applicable, internal auditors.
The members of the Audit Committee shall meet the independence and
experience requirements of the National Association of Securities Dealers, Inc.,
subject to such qualifications and exceptions as may be permitted by such
requirements. The members of the Audit Committee shall be appointed from time to
time by the Bel Board. The Bel Board reserves the right to amend, modify or
replace this Charter in its discretion at any time.
The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Audit Committee. The Audit
Committee may request any officer or employee of the Company, the Company's
outside counsel or independent auditor to attend meetings of the Audit Committee
or to meet with any members of, or consultants to, the Audit Committee.
The primary goals of this Charter are to specify the following:
o the scope of the Audit Committee's responsibilities and the approaches to
be used in carrying out those responsibilities, including structure,
processes and membership requirements;
o the Audit Committee's responsibility for (a) insuring its receipt from the
Company's independent auditor of a formal written statement delineating all
relationships between such auditor and the Company, consistent with
Independence Standards Board Standard No. 1, (b) actively engaging in a
dialogue with such auditor with respect to any disclosed relationships or
services that may impact the objectivity and the independence of the
auditor and (c) taking, or recommending that the Bel Board take,
appropriate action to oversee the independence of the independent auditor;
and
o the independent auditor's ultimate accountability, to the Bel Board and the
Audit Committee, as representatives of the shareholders of Bel and the
ultimate authority and responsibility of the Bel Board and/or the Audit
Committee to select, evaluate and, where appropriate, replace the
independent auditor (or, if applicable, to nominate the independent auditor
to be proposed for shareholder approval in any proxy statement).
To the extent any statement set forth below is inconsistent with the three
principles set forth above, the three principles set forth above shall govern.
The Audit Committee shall make regular reports to the Bel Board, as
required by New Jersey law. Pursuant to this Charter:
1. THE COMMITTEE
The Audit Committee of the Board of Directors of Bel Fuse Inc. will consist
of at least three members of the Board including a Chairman designated by
the Board. Members of the Audit Committee may not be employees of the
Company. The Committee will meet at least three times a year, with
additional meetings if circumstances require, for the purpose of satisfying
its responsibilities.
2. SCOPE
The Committee serves at the pleasure of and is subject to the control and
direction of the Board of Directors.
A-1
3. RESPONSIBILITIES OF THE COMMITTEE
-- To assist the Board in fulfilling its fiduciary responsibilities to the
shareholders with respect to matters relating to the Company's
business, accounting, reporting, audit and internal controls practices.
-- To maintain a direct line of communications between the Board and the
Company's independent auditors and internal auditors to provide for an
exchange of views and information.
4. FUNCTIONS OF THE COMMITTEE
The Committee will satisfy its responsibilities by completing the following
functions:
-- Discuss the results of the annual internal and independent audits with
management and the internal and independent auditors.
-- Consider the comments from the independent auditors and internal
auditors with respect to internal accounting and management controls
and the consideration given or action taken by management.
-- Recommend, for appointment by the Board, the selection of independent
auditors for the coming year.
-- Appraise the effectiveness of the independent audit effort through
discussions with the independent auditors regarding their planned
arrangements and scope of the annual audit, including fees.
-- Review the scope of planned activities and budget along with a review
of the effectiveness of the Company's internal auditors, if any.
-- Review the anticipated scope and related fees of any non--audit
services to be provided by the independent auditors to ensure that
these services do not detract from the independence of the auditors in
their audit function.
-- Consider the comments from the independent auditors with respect to
internal accounting and management controls and the consideration given
or action taken by management.
-- Review the Committee's responsibilities and functions, evaluate its
performance, and institute appropriate modifications to reflect changes
in the business environment.
-- Monitor the procedures or systems used in preparing the financial
statements of the Company.
-- Obtain the assessment of management and the independent auditors as to
the adequacy of:
-- the Company's internal accounting procedures and controls.
-- the Company's procedures for complying with SEC Regulations and
The Foreign Corrupt Practices Act.
-- Receive and review the assessment of management as to the quality and
depth of staffing in the accounting and financial departments
worldwide.
-- Receive from the Company's independent auditor a formal written
statement delineating all relationships between such auditor and the
Company, consistent with Independence Standards Board Standard No. 1.
-- Engage in dialogue with the Company's independent auditor with respect
to any disclosed relationships or services that may impact the
objectivity and independence of such firm.
-- Recommend to the Bel Board appropriate actions to ensure the
independence of the Company's independent auditor.
-- Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Bel Board for approval.
-- Review Year-End financial statements and financial results prior to
filing Form 10-K.
-- Discuss required communications with the independent auditor as
required by SAS 61 of GAAS.
A-2
-- Review any information submitted to the Audit Committee pursuant to
Section 10A of the Private Securities Litigation Reform Act of 1995.
-- Prepare the report to the Company's Board of Directors for inclusion in
the Company's annual proxy statement.
-- Review with the independent auditor any material problems or
difficulties the auditor may have encountered during an audit including
any restrictions on the scope of activities or access to required
information; review any management letter provided by the auditor and
the Company's response to that letter.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate or are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations.
A-3
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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 24, 2001
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 24,
2001, and at any adjournment thereof, upon matters properly coming before the
meeting, as set forth in the related Notice of Meeting and Proxy Statement, both
of which have been received by the undersigned. Without otherwise limiting the
general authorization given hereby, said attorneys and proxies are instructed to
vote as follows:
1. Election of the Board's nominees for Director. (The Board of Directors
recommends a vote "FOR ".)
[ ] FOR the nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for the nominees listed below
Nominees: Daniel Bernstein, Peter Gilbert and John S. Johnson.
INSTRUCTION: To withhold authority to vote for any individual nominee
listed above, write the nominee's name in the space provided
below.
_____________________________________________________________________
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.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
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(Continued from reverse side)
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:_____________________ , 2001
Signed ___________________________
__________________________________
Please sign this proxy and return
it promptly whether or not you
expect to attend the meeting. You
may nevertheless vote in person if
you attend.
Please sign exactly as your name
appears hereon. Give full title if
an Attorney, Executor,
Administrator, Trustee, Guardian,
etc.
For an account in the name of two
or more persons, each should sign,
or if one signs, he should attach
evidence of his authority.
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