SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 (section)240.14a-11(c) or
(section)240.14a-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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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[GRAPHIC OMITTED]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
B E L F U S E I N C.
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 22, 2003 at 2:00 p.m. for the
following purposes:
1. To elect two 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 14, 2003
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 21, 2003
---------------------
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.
---------------------
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.
B E L F U S E I N C.
---------------------
PROXY STATEMENT
---------------------
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 22, 2003 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 21, 2003. 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.
Holders of record of the Class A Common Stock at the close of business on
April 14, 2003 (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 2,676,663 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 Sybil Bernstein, Daniel Bernstein,
Howard B. Bernstein, Dimensional Fund Advisors Inc. ("Dimensional"),
2
FMR Corp. and Third Avenue Management LLC. Sybil Bernstein was the wife of
Elliot Bernstein, the Chairman of the Board and a Director of the Company until
his death in July 2001. Daniel Bernstein is President, Chief Executive Officer
and a Director of the Company. Howard B. Bernstein is a Director of the
Company. The business address for Daniel Bernstein and Howard B. Bernstein is
206 Van Vorst Street, Jersey City, New Jersey 07302. For information regarding
the number of shares owned by Daniel Bernstein and Howard B. Bernstein, see
"Election of Directors."
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
----------------------------------------- ------------------------- -----------
Sybil Bernstein ......................... 251,132(1) 9.4%
206 Van Vorst Street
Jersey City, NJ 07302
Dimensional Fund Advisors, Inc. ......... 140,800(2) 5.41%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
FMR Corp. ............................... 530,344(3) 19.817%
82 Devonshire Street
Boston, MA 02109
Third Avenue Management LLC ............. 193,300(4) 7.2%
622 Third Avenue
32nd Floor
New York, NY 10017-6715
---------------------
(1) Sybil Bernstein was the wife of Elliot Bernstein, the former Chairman of
the Company who died in July 2001. The shares of Class A Common Stock
beneficially owned by Ms. Bernstein include: (i) 18,800 shares owned by a
not-for-profit foundation of which Ms. Bernstein is President and Trustee,
and (ii) 219,807 shares owned by two family partnerships of which Ms.
Bernstein is the general partner. Ms. Bernstein also owns 732,315 shares
of Class B Common Stock, or 8.9% of the outstanding shares. The shares of
Class B Common Stock beneficially owned by Ms. Bernstein include:
(i) 74,900 shares owned by a not-for-profit foundation of which Ms.
Bernstein is President and Trustee, and (ii) 638,840 shares owned by two
family partnerships of which Ms. Bernstein is the general partner.
(2) Pursuant to a filing made by Dimensional with the Securities and Exchange
Commission, Dimensional, a registered investment advisor, is deemed to
have beneficial ownership of 140,800 shares of Bel's Class A Common Stock
as of December 31, 2002, 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.
(3) Pursuant to a filing made by FMR Corp. with the Securities and Exchange
Commission, Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR
Corp. and a registered investment adviser, is the beneficial owner of the
shares listed above as the result of acting as investment advisor to
various investment companies. Pursuant to such filing, the ownership of
one investment company, Fidelity Low Priced Stock Fund, amounted to
381,500 shares or 14.255% of the Class A Common Stock outstanding. The
ownership of another investment company, Fidelity Small Cap Stock Fund,
amounted to 148,700 shares or 5.556% of the Class A Common Stock
outstanding. Edward C. Johnson 3d, FMR Corp., through its control of
Fidelity, and the funds each has sole power to dispose of 530,200 shares.
The filing states that the sole power to vote these shares resides with
the boards of trustees of the various funds.
(4) Pursuant to a filing made by Third Avenue Management LLC with the
Securities and Exchange Commission, Third Avenue Management LLC, a
registered investment advisor, has sole voting power with respect to
180,300 shares and sole dispositive power with respect to 193,300 shares
of the Company's Class A Common Stock.
2004 ANNUAL MEETING; NOMINATIONS
Shareholders intending to present proposals at the 2004 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
December 22, 2003 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 7, 2004 in order for such proposals to be considered at
next year's meeting (but not included in the proxy statement for such meeting).
3
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 two directors, each for a three year
term.
Unless a shareholder either indicates "withhold authority" on his proxy or
indicates on his proxy that his shares should not be voted for certain
nominees, it is intended that the persons named in the proxy will vote for the
election as directors 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 or substitutes for said
nominees if either of them, for any reason presently unknown, cannot be a
candidate for election.
The following sets forth information as of March 1, 2003 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 2006 ANNUAL MEETING
NAME AGE DIRECTOR SINCE BUSINESS EXPERIENCE
------------------------------- ----- ---------------- ----------------------------------------------
Howard B. Bernstein* .......... 76 1954 Retired.
John F. Tweedy ................ 57 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).
DIRECTORS WHOSE TERMS EXPIRE AT THE 2004 ANNUAL MEETING
NAME AGE DIRECTOR SINCE BUSINESS EXPERIENCE
---------------------------- ----- ---------------- -----------------------------------------------
Daniel Bernstein* .......... 49 1986 President (June 1992 to Present) and Chief
Executive Officer (May 2001 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 .............. 55 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).
4
NAME AGE DIRECTOR SINCE BUSINESS EXPERIENCE
------------------------- ----- ---------------- ----------------------------------------------
John S. Johnson ......... 73 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).
DIRECTOR WHOSE TERM EXPIRES AT THE 2005 ANNUAL MEETING
NAME AGE DIRECTOR SINCE BUSINESS EXPERIENCE
---------------------------- ----- ---------------- --------------------------------------------
Robert H. Simandl .......... 73 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).
---------------------
* Daniel Bernstein is 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, 2003 by
(a) each director and nominee; (b) each of the Company's Chief Executive
Officer and the four other most highly compensated executive officers of Bel
during 2002 (the "Named Officers") 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,
2003.
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) .......................... 141,076 5.3 384,120 4.6
Howard B. Bernstein ........................... 140,000 5.2 400,000 4.8
Colin Dunn (3) ................................ 3,942 * 39,036 *
Peter Gilbert (4) ............................. 500 * 4,000 *
John S. Johnson (5) ........................... 1,900 * 10,700 *
Joseph Meccariello (6) ........................ 4,038 * 16,249 *
Robert H. Simandl (7) ......................... 1,585 * 4,755 *
Dwayne Vasquez (8) ............................ -- * 2,500 *
John F. Tweedy ................................ 250 * 2,750 *
Dennis Ackerman (9) ........................... 850 * 9,574 *
All directors, nominees and executive
officers as a group (10 persons)(10) ......... 294,141 10.9 873,684 10.4
---------------------
(1) As of March 1, 2003, there were 2,676,225 and 8,272,492 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 25,000 shares which may be acquired by him on or before May 1,
2003 upon the exercise of stock options, 11,500 shares held by Mr.
Bernstein as trustee for his children and 1,577 shares allocated to Mr.
Bernstein in the Company's 401(k) Plan over which he has voting but no
5
investment power. The shares of Class B Common Stock beneficially owned by
Daniel Bernstein include 41,000 shares which may be acquired by him on or
before May 1, 2003 upon the exercise of stock options, 36,500 shares held
by Mr. Bernstein as trustee for his children and 6,623 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 Colin Dunn
include 1,452 shares which may be acquired by him on or before May 1, 2003
upon the exercise of stock options and 1,178 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. Dunn
include 33,986 shares which may be acquired by him on or before
May 1, 2003 upon the exercise of stock options and 5,050 shares allocated
to him in the Company's 401(k) Plan over which he has no voting or
investment power.
(4) The shares of Class B Common Stock beneficially owned by Mr. Gilbert
include 1,250 shares held of record by Mr. Gilbert's wife.
(5) The shares of the Company beneficially owned by Mr. Johnson include 150
shares and 1,450 shares, respectively, of Class A Common Stock and Class B
Common Stock held by Mr. Johnson as custodian for his grandchildren.
(6) The shares of Class A Common Stock beneficially owned by Mr. Meccariello
include 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 8,000 shares which may
be acquired by him on or before May 1, 2003 upon the exercise of stock
options, 720 shares held of record by Mr. Meccariello's wife, 414 shares
allocated to him in the Far East Plan over which he has no voting or
investment power and 865 shares allocated to him in the Company's 401(k)
Plan over which he has no voting or investment power.
(7) 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.
(8) Includes 2,500 shares of Class B Common Stock which may be acquired by Mr.
Vasquez on or before May 1, 2003.
(9) The shares of Class A Common Stock beneficially owned by Mr. Ackerman
include 850 shares allocated to him in the Company's 401(k) Plan over
which he has voting but not investment power. The shares of Class B Common
Stock owned by Mr. Ackerman include 6,000 shares which may be acquired by
him on or before May 1, 2003 upon the exercise of stock options, and 3,574
shares allocated to him in the Company's 401(k) Plan over which he has no
voting or investment power.
(10) Includes 26,452 shares of Class A Common Stock and 91,486 shares of Class
B Common Stock which may be acquired on or before May 1, 2003 upon the
exercise of stock options and 3,893 and 16,526 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.
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, the Company believes that during 2002 all filing requirements
applicable to its directors, officers and greater than 10 percent beneficial
owners were satisfied on a timely basis, except that John Johnson (a director
of the Company) did not file on a timely basis a report disclosing a purchase
of 500 shares of Class B Common Stock and a gift of 500 shares of Class B
Common Stock, which occurred in December 2002. This late filing was
inadvertent, and the required filing was made promptly after noting the failure
to file.
6
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the fiscal years ended December 31,
2000, 2001 and 2002, 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 2002 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------- -----------------------
NAME AND SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER (1) OPTIONS/SARS (#)(2) COMPENSATION (3)
---------------------------- ------ ----------- ---------- ----------- ----------------------- -----------------
Daniel Bernstein ........... 2002 $204,881 $ 4,268 -- -- $10,496
President and 2001 204,867 -- -- -- 10,496
Chief Executive Officer 2000 196,968 155,955 -- 32,000 10,260
Colin Dunn ................. 2002 164,225 3,422 -- -- 5,277
Vice President and 2001 164,233 -- -- -- 5,277
Treasurer 2000 157,931 75,928 -- 16,000 5,088
Joseph Meccariello ......... 2002 157,077 3,422 $ 64,266 -- 10,995
Vice President 2001 153,532 -- 79,230 -- 10,753
2000 148,734 75,610 86,828 16,000 7,404
Dwayne Vasquez (4) ......... 2002 150,012 3,125 -- -- 4,850
Vice President 2001 137,099 -- -- 10,000 4,500
Dennis Ackerman ............ 2002 116,644 2,430 -- -- 3,849
Vice President 2001 116,644 -- -- -- 3,849
2000 108,000 24,923 -- 12,000 10,305
---------------------
(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 $58,882, $73,846, and $86,828, during 2002, 2001, and 2000,
respectively, and a travel allowance of $5,384 during 2002 and 2001.
(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 share of Class A
and Class B Common Stock outstanding.
(3) Compensation reported under this column for 2002 includes: (i)
contributions of $10,995 for Joseph Meccariello to the Company's Far East
Retirement Plan and contributions of $6,496, $5,277, $4,850 and $3,849,
for Daniel Bernstein, Colin Dunn, Dwayne Vasquez and Dennis Ackerman,
respectively, to the Company's 401(k) Plan, to match 2002 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, and (ii) $4,000 paid to Daniel
Bernstein in 2002 as directors' fees for 2001.
(4) Dwayne Vasquez became an executive officer of the Company in October 2001.
EMPLOYMENT AGREEMENT
Pursuant to an employment agreement previously entered into by the Company
and Mr. Elliot Bernstein, the Company's former Chairman of the Board, who died
in July 2001, the Company will continue to pay to Mr. Bernstein's estate his
salary at the time of his death of $350,000 per year, through December 31,
2003.
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. No stock options were granted to the Named Officers during the
year ended December 31, 2002.
7
OPTION EXERCISES AND HOLDINGS
The following table provides data regarding option exercises by the Named
Officers during 2002 and the number of shares covered by both exercisable and
non-exercisable stock options at December 31, 2002. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and either $16.49 or $18.86, the closing
sale price of the Company's Class A Common Stock or Class B Common Stock,
respectively, on December 31, 2002, the last trading day of 2002.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF
CLASS A / CLASS B VALUE OF
SHARES OF VALUE REALIZED SECURITIES UNDERLYING UNEXERCISED
CLASS A/ (MARKET PRICE UNEXERCISED IN-THE-MONEY
CLASS B STOCK ON EXERCISE OPTIONS/SARS AT YEAR-END (#) OPTIONS/SARS AT YEAR-END ($)
ACQUIRED ON DATE LESS ------------------------------- --------------------------------
NAME EXERCISE(#) EXERCISE PRICE)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------------- --------------- ------------------- --------------- --------------- ----------------- --------------
Daniel Bernstein ........... --/-- --/-- 25,000/41,000 --/16,000 247,250/309,000 --/ 2,560
Colin Dunn ................. 1,312/-- 24,648/-- 1,452/33,986 --/ 8,000 4,595/366,526 --/14,880
Joseph Meccariello ......... 1,250/4,000 19,863/69,156 --/ 8,000 --/ 8,000 --/ 14,880 --/14,880
Dwayne Vasquez ............. --/-- --/-- --/ 2,500 --/ 7,500 --/-- --/--
Dennis Ackerman ............ --/-- --/-- --/ 6,000 --/ 6,000 --/ 11,160 --/11,160
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2002 with
respect to shares of Class A and Class B Common Stock that may be issued under
the Company's existing equity compensation plans, which consist of the 2002
Equity Compensation Program and the Company's prior stock option plan (which
prior plan expired in April 2002), each of which has been approved by the
Company's stockholders.
(C)
NUMBER OF SECURITIES
(A) (B) REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
-------------------------- ------------------------- ---------------------- --------------------------
Equity Compensation
Plans Approved by Class A: 26,452 Class A: $ 6.99 Class A: --
Security Holders ......... Class B: 730,786 Class B: $19.67 Class B: 1,105,000
Equity Compensation
Plans Not Approved by
Security Holders ......... -- -- --
Class A: 26,452 Class A: $ 6.99 Class A: --
======
TOTAL .................... Class B: 730,786 Class B: $19.67 Class B: 1,105,000
======
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 regularly throughout the
year. During 2002, the Board held six meetings.
Bel's Board has an Executive Committee, a Compensation Committee and an
Audit Committee. The Executive Committee is composed of Daniel Bernstein and
Robert H. Simandl; the Compensation Committee is composed of Peter Gilbert and
Robert H. Simandl; and the Audit Committee is composed
8
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 2002, the Executive Committee held no meetings,
the Audit Committee held six meetings and the Compensation Committee held
one meeting.
In 2002, directors of the Company received an annual retainer of $6,000,
$750 for each Board meeting they attended and $500 for each committee meeting
they attended. In 2002, directors who were executive officers of the Company
did not receive directors' fees otherwise payable to directors of the Company,
but received an annual retainer of $4,000 if they were directors of the
Company's foreign subsidiaries. Effective October 2002, non-employee directors
of the Company receive an annual retainer of $12,000, $1,000 for each Board
meeting they attend and $500 for each committee meeting they attend. Effective
January 1, 2002, directors of the Company's foreign subsidiaries no longer
receive a retainer.
In 2002, each non-employee director of the Company was granted an option
to purchase 8,000 shares of Class B Common Stock in consideration of such
person's service as a director.
For a description of legal services provided to the Company by Robert H.
Simandl during 2002, see "Compensation Committee Interlocks and Insider
Participation."
AUDIT COMMITTEE MATTERS
Audit Committee Charter. The Audit Committee performed its duties during
2002 under a written charter approved by the Board of Directors which was
attached to the Company's 2001 proxy statement as Appendix A. The Audit
Committee is reviewing the relevant requirements of the Sarbanes-Oxley Act, the
proposed rules of the SEC and the proposed new listing standards of the Nasdaq
Stock Market regarding audit committee policies, and intends to adopt an
amended charter to comply with the final SEC and Nasdaq Stock Market rules.
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, 2002:
(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 2002 Annual Report on Form 10-K.
By: The Audit Committee of the Board of Directors
Peter Gilbert
John S. Johnson
John F. Tweedy
9
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1997 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.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
BEL FUSE INC.
PRODUCED ON 03/28/2003 INCLUDING DATA TO 12/31/2002
[GRAPHIC OMITTED]
LEGEND
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 12/1997 12/1998 12/1999 12/2000 12/2001 12/2002
------------------ ------------------------------------- --------- --------- --------- --------- --------- ---------
___________ [ ] BEL FUSE INC. 100.0 203.5 286.5 373.6 274.9 218.7
-- -- -- -- * Nasdaq Stock Market (US Companies) 100.0 141.0 261.5 157.8 125.2 86.5
----------- ^ Nasdaq Electronic Components Stocks 100.0 154.5 287.3 236.1 160.9 86.2
SIC 3670-3679 US & Foreign
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 12/31/1997.
10
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 2002 as they affected Daniel Bernstein, the Chief Executive
Officer, and the other Named Officers.
The goals of Bel's compensation policies for executive officers are to
provide a competitive level of base salary and other benefits to attract,
retain and motivate high caliber personnel.
The Company's compensation program consists primarily of base salary and
long-term incentive awards. In making its compensation decisions, the Committee
analyzes the Company's performance, the individual's performance in terms of
the fulfillment of responsibilities related to the applicable position, and the
individual's contribution to the Company.
Executive officers receive performance and salary reviews each year.
Salary increases are based on an evaluation of the extent to which a particular
executive officer is determined to have assisted the Company in meeting its
business objectives and in contributing to the growth and performance of the
Company.
Daniel Bernstein's salary and Colin Dunn's salary remained virtually
unchanged from 2001 to 2002. No substantial bonuses were granted to the Named
Officers in 2002, due to cost containment measures implemented by 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 outstanding stock
options have been granted at exercise prices at least equal to the market price
on the grant date. None of the Named Officers was granted a stock option during
2002.
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 employees, including 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 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
11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Peter Gilbert and Robert H. Simandl served as members of the Compensation
Committee of the Company's Board of Directors during 2002.
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 2002 were not material. The Company will retain
Mr. Simandl in 2003.
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, 2003. 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 $251,000 for the audit of the Company's
annual financial statements for the year ended December 31, 2002 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q filed during 2002.
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, 2002.
All Other Fees. The Company was billed $278,000 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, 2002.
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.
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 21, 2003
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED
DECEMBER 31, 2002, 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, 2002, 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.
12
BEL FUSE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS,
MAY 22, 2003
The undersigned hereby appoints Daniel Bernstein, Robert H. Simandl and
Colin Dunn, 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 22, 2003, 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: Howard B. Bernstein
John F. Tweedy
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.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS
PROXY WILL BE VOTED FOR THE BOARD'S NOMINEES.
Dated: _________________ , 2003
Signed ________________________
_______________________________
Please sign this proxy and return
it promptly whether or not you
expect to attend the meeting. You
may nevertheless vote in person if
you attend.
Please sign exactly as you name
appears hereon. Give full title if
an Attorney, Executor,
Administrator, Trustee, Guardian,
etc.
For an account in the name of two
or more persons, each should sign,
or if one signs, he should attach
evidence of his authority.