-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQW6w0WrkproAHHSBqBdTMEe8CCEMP59NQocXaWfECm2p32JsXYhiu2vTzIAxk0b UMfU2Ev4LB0W3wSeqyzQZQ== 0000905718-09-000585.txt : 20091229 0000905718-09-000585.hdr.sgml : 20091229 20091229104415 ACCESSION NUMBER: 0000905718-09-000585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091229 DATE AS OF CHANGE: 20091229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEL FUSE INC /NJ CENTRAL INDEX KEY: 0000729580 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COILS, TRANSFORMERS & OTHER INDUCTORS [3677] IRS NUMBER: 221463699 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11676 FILM NUMBER: 091263021 BUSINESS ADDRESS: STREET 1: 206 VAN VORST ST. CITY: JERSEY CITY STATE: NJ ZIP: 07032 BUSINESS PHONE: 2014320463 MAIL ADDRESS: STREET 1: 206 VAN VORST ST. CITY: JERSEY CITY STATE: NJ ZIP: 07032 8-K 1 belfuse8kdec09.txt FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 28, 2009 BEL FUSE INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) New Jersey ---------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-11676 22-1463699 - ----------------------------------- ----------------------------------- (Commission File Number) (IRS Employer Identification No.) 206 Van Vorst Street, Jersey City, New Jersey 07302 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 432-0463 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On December 28, 2009, the Registrant entered into a stock purchase agreement with Safran USA, Inc. ("Safran U.S.") and Safran UK Limited (together with Safran U.S., the "Sellers"). Subject to the satisfaction of certain conditions, including the consent and/or approval of certain third parties with respect to the transfer or assignment of certain contractual obligations and other liabilities, the stock purchase agreement provides for the sale to the Registrant or its designee of all of the issued and outstanding capital stock of Cinch Connectors, Inc. ("Cinch U.S.") and Cinch Connectors Limited ("Cinch U.K.") in exchange for an aggregate purchase price of $37,500,000.00 in cash, funded with cash on hand, plus approximately $1,500,000.00 for the assumption of certain expenses. The final purchase price is subject to certain adjustments related to working capital. As part of the stock purchase agreement, the Registrant or its designee shall also be acquiring all of the issued and outstanding capital stock of Cinch Connectors de Mexico, S.A. de C.V. (together with Cinch U.S. and Cinch U.K., the "Cinch Companies"), 99.9% of which is owned by Cinch U.S and 0.1% of which will be transferred from Labinal Investments, Inc., an affiliate of the Sellers. The Cinch Companies manufacture a broad range of interconnect products for customers in the military and aerospace, high-performance computing, telecom/datacom, and transportation markets. The Registrant has issued a press release describing the execution and delivery of the stock purchase agreement. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit 99.1 - Press release dated December 28, 2009. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BEL FUSE INC. By: /s/ Colin Dunn ---------------------------------- Name: Colin Dunn Title: Vice President of Finance Dated: December 28, 2009 EXHIBIT INDEX Exhibit 99.1 - Press release dated December 28, 2009. EX-99 2 dec28ex99_1.txt EXH 99 [GRAPHIC OMITTED] Bel Fuse Inc. 206 Van Vorst Street FOR IMMEDIATE RELEASE Jersey City, NJ 07302 www.belfuse.com tel 201.432.0463 fax 201.432.9542 Investor Contact: Company Contact: Neil Berkman Associates Daniel Bernstein (310) 826-5051 President info@berkmanassociates.com (201) 432-0463 Bel Agrees to Acquire Cinch Connectors From Safran S.A. For $39 Million JERSEY CITY, New Jersey, December 28, 2010 -- Bel Fuse Inc. (NASDAQ:BELFA and NASDAQ:BELFB) announced today that it has agreed to acquire Cinch Connectors from Safran S.A. (ENXTPA:SAF), a leading French industrial group, for $37.5 million in cash plus approximately $1.5 million for the assumption of certain expenses. The transaction will be funded with cash on hand. Headquartered in Lombard, Illinois and with manufacturing facilities in Vinita, Oklahoma, Reynosa, Mexico and Worksop, England, Cinch had revenue for 2009 of approximately $60 million. Cinch manufactures a broad range of interconnect products for customers in the military and aerospace, high-performance computing, telecom/datacom, and transportation markets. Cinch's products include CIN::APSE & iQ, Omega, Dura-Con, Cables, Header & Harness Connectors, ModICE & ICE, and AMC Connectors, as well as miniature ribbons, D-subminiature connectors, Filtered D-subminiatures, barrier blocks and jones plugs & sockets. "Cinch stands out in the highly fragmented connector market because of its innovative technologies, breadth of product offerings, outstanding customer service, and exceptional product performance," said Daniel Bernstein, President of Bel. "Cinch's products and manufacturing assets are a natural addition to Bel's, and we see attractive growth opportunities in the combination of our extensive customer bases. We expect this acquisition to close in early 2010, and to be accretive to Bel's earnings in 2010." About Bel Bel (www.belfuse.com) and its subsidiaries are primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, and consumer electronics. Products include magnetics (discrete components, power transformers and MagJack(R)s), modules (DC-DC converters, integrated analog front end modules and custom designs), circuit protection (miniature, micro and surface mount fuses) and interconnect devices (passive jacks, plugs and cable assemblies). Bel operates facilities around the world. Forward-Looking Statements Except for historical information contained in this news release, the matters discussed in this press release (including statements regarding growth opportunities and the accretive nature of the transaction) are forward looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially from such statements are: the satisfaction of closing conditions in the purchase agreement, the risks associated with integrating two businesses, the market concerns facing the combined company's customers, the continuing viability of sectors that rely on the combined company's products, the effect of business and economic conditions; capacity and supply constraints or difficulties; product development, commercializing or technological difficulties; the regulatory and trade environment; risks associated with foreign currencies; uncertainties associated with legal proceedings; the market's acceptance of the combined company's new products and competitive responses to those new products and the risk factors detailed from time to time in the Company's SEC reports. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. We undertake no obligation to update or revise any forward-looking statements. * * * * * #4701 -----END PRIVACY-ENHANCED MESSAGE-----