Edgar Filing: BEL FUSE INC /NJ

Director Since

Business Experience

Independent Consultant for Business Development, including Mergers and Acquisitions (2004 to Present); Of Counsel to the law firm of Eckert Seamans Cherin & Mellott, LLC (2004 to Present); Vice Chairman of the Board of Directors, Executive Vice President and General Counsel of Vishay Intertechnology, Inc. (1996 to 2003); Of Counsel to the law firm of Eckert Seamans Cherin & Mellott, LLC (prior years).

Robert H. Simandl

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); Secretary of the Company (prior years to May 2003).

Unassociated Document

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))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-11(c) or §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:

_____________________________________________________________

(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):

_____________________________________________________________

(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:

____________________________________________________________

(2)

Form, Schedule or Registration Statement No.:

____________________________________________________________

(3)

Filing Party:

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(4)

Date Filed:

____________________________________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

BEL FUSE INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bel Fuse Inc. will be held at the Hyatt Regency Jersey City, 2 Exchange Place, Jersey City, New Jersey 07302, on Thursday, May 12, 2005 at 2:00 p.m. for the following purposes:

1.	To elect two directors for three-year terms.

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 11, 2005 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

COLIN DUNN, Secretary

Jersey City, New Jersey

April 18, 2005

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.

BEL FUSE INC.

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 Hyatt Regency Jersey City, 2 Exchange Place, Jersey City, New Jersey 07302, on Thursday, May 12, 2005 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 18, 2005. 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.

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Holders of record of the Class A Common Stock at the close of business on April 11, 2005 (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 2,702,677 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, Howard B. Bernstein, FMR Corp, Third Avenue Management LLC and Black River Global Equity Arbitrage Fund Ltd. 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. Howard B. Bernstein is a Director of the Company. The business address for Howard B. Bernstein is 206 Van Vorst Street, Jersey City, New Jersey 07302. For information regarding the number of shares owned by Howard B. Bernstein, see “Election of Directors.”

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Sybil Bernstein	251,132(1)	9.3%
206 Van Vorst Street
Jersey City, NJ 07302

FMR Corp.	408,563(2)	15.1%
82 Devonshire Street
Boston, MA 02109

Third Avenue Management LLC	290,438(3)	10.7%
622 Third Avenue
32nd Floor
New York, NY 10017-6715

Black River Global Equity Arbitrage Fund Ltd. P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman	141,637(4)	5.2%

(1)

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) 192,770 owned by a trust of which Ms. Bernstein is the beneficiary and trustee. Ms. Bernstein also owns 521,198 shares of Class B Common Stock, or 6.0% of the outstanding shares. The shares of Class B Common Stock beneficially owned by Ms. Bernstein include: (i) 74,874 shares owned by a not-for-profit foundation of which Ms. Bernstein is President and Trustee, and (ii) 370,799 shares owned by a trust of which Ms. Bernstein is the beneficiary and trustee.

(2)

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 408,563 shares or 15.1% 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 the 408,563 shares. The filing states that the sole power to vote these shares resides with the boards of trustees of the various funds.

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(3)

Pursuant to a filing made by Third Avenue Management LLC. with the Securities and Exchange Commission, Third Avenue Management LLC, 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 three investment companies, Aegon/Transamerica Series - Third Avenue Portfolio, amounted to 121,800 shares or 4.1%, Met Investors - Third Avenue Small Cap Value Portfolio, amounted to 111,088 shares or 4.1% and Third Avenue Variable Series Trust - Value Portfolio amount to 42,500 shares or 1.6% of the Class A Common Stock outstanding. Third Avenue Management, LLC, through its control of these funds has sole power to dispose of the 275,388 shares.

(4)	Pursuant to a filing made by Black River Global Equity Arbitrage Fund Ltd. with the Securities and Exchange Commission, Black River Global Equity Arbitrage Fund Ltd. has sole voting and dispositive power with respect to the 141,637 shares.

2006 Annual Meeting; Nominations

Shareholders intending to present proposals at the 2006 Annual Meeting of Shareholders must deliver their written proposals to the Company no later than December 19, 2005 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 4, 2006 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 two 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 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 April 1, 2005 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.

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NOMINEES FOR DIRECTOR FOR A TERM WHICH

WILL EXPIRE AT THE 2008 ANNUAL MEETING

CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2006 ANNUAL MEETING

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CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2007 ANNUAL MEETING

Name	Age	Director Since	Business Experience

Daniel Bernstein*	51	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	57	1987	Director (1987 to Present), Chairman of the Board and Chief Executive Officer (1997 to 2004) of PCA Aerospace, Inc. (a manufacturer of machined components for the aerospace industry); Executive Vice President (2000 to May 2003) 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	75	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).

* Daniel Bernstein is Howard B. Bernstein’s nephew.

Executive Officers

The following sets forth information as of March 1, 2005 concerning the Company’s executive officers. Unless otherwise indicated, positions have been held for more than five years.

	Officer	Positions with Offices with the
Name and Age	Since	Company/Business Experience

Daniel Bernstein, 51	1985	President, Chief Executive Officer and Director
Colin Dunn, 60	1992	Vice President of Finance and Treasurer; Secretary (May 2003 to present)
Joseph Meccariello, 54	1995	Vice President of Manufacturing
Dennis Ackerman, 42	2001	Vice President of Operations
Dwayne Vasquez, 42	2001	Vice President of Sales

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Daniel Bernstein has served the Company as President since June 1992. He previously served as Vice President (1985-1992) and Treasurer (1986-1992) and has served as a Director since 1986. He has occupied other positions with the Company since 1978. He was appointed Managing Director of the Company’s Macau subsidiary during 1991.

Colin Dunn joined the Company in 1991 as Finance Manager and in 1992 was named Vice President of Finance and Treasurer. He was appointed Secretary of the Company in May 2003. He is currently a director of Bel Fuse Ltd. and Bel Fuse Macau LDA. Prior to joining the Company, Mr. Dunn was Vice President of Finance and Operations at Kentek Information Systems, Inc. from 1985 to 1991 and had previously held a series of senior management positions with Braintech Inc. and Weyerhaeuser Company.

Joseph Meccariello joined the Company in 1979 as a Manager of Mechanical Engineering and in 1994 became the Deputy Managing Director of the Company’s Hong Kong subsidiary, Bel Fuse Ltd. In 1995 he was named Vice President of Manufacturing with responsibility for Far East production operations.

Dennis Ackerman joined the Company in 1986 and has held the positions of customer service manager, sales manager, purchasing manager and operations manager. In 2001 he was named Vice President of Operations.

Dwayne Vasquez joined the Company in 2001 as Director of Sales. In October 2001 he was promoted to Vice President of Sales with responsibility for the Company’s worldwide sales organization. From 1997 to 2001 he was Director of Sales and Marketing at Ericson Microelectronics, Power Module Division in Richardson, Texas where he was responsible for driving revenue in the DC/DC and board mounted power product markets.

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 April 1, 2005 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 2004 (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 April 1, 2005.

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	Aggregate Number of Shares Beneficially Owned (1)
	Class A Common Stock					Class B Common Stock
	No. of Shares		Percent of Outstanding Shares			No. of Shares		Percent of Outstanding Shares
Daniel Bernstein (2)		131,076		4.8	%		369,986		4.3
Howard B. Bernstein (3)		140,000		5.2	%		349,000		4.0
Colin Dunn (4)		2,928		*			13,906		*
Avi Eden		—		—			—		—
Peter Gilbert (5)		500		*			8,000		*
John S. Johnson (6)		1,900		*			14,700		*
Joseph Meccariello (7)		338		*			1,277		*
Robert H. Simandl (8)		1,585		*			8,755		*
Dwayne Vasquez (9)		15		*			8,348		*
John F. Tweedy (10)		250		*			5,250		*
Dennis Ackerman (11)		850		*			3,970		*
All directors, nominees and executive officers as a group (10 persons)(12)		279,442		10.3			783,192		9.0

(1)	As of April 1, 2005, there were 2,702,677 and 8,703,089 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 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 investment power. The shares of Class B Common Stock beneficially owned by Daniel Bernstein include 19,349 shares owned by a family partnership of which Mr. Bernstein is a general partner, 36,500 shares held by Mr. Bernstein as trustee for his children and 7,140 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 B Common Stock beneficially owned by Mr. Howard Bernstein include 2,000 shares which may be acquired by him on or before June 1, 2005 upon the exercise of stock options.

(4)

The shares of Class A Common Stock beneficially owned by Colin Dunn include 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 4,156 shares allocated to him in the Company’s 401(k) Plan over which he has no voting or investment power.

(5)	The shares of Class B Common Stock beneficially owned by Mr. Gilbert include 1,250 shares held of record by Mr. Gilbert’s wife and 4,000 shares which may be acquired by him on or before June 1, 2005 upon the exercise of stock options.

(6)

The shares of Class A Common Stock beneficially owned by Mr. Johnson include 150 shares held by Mr. Johnson as custodian for his grandchildren. The shares of Class B Common Stock beneficially owned by Mr. Johnson include 4,000 shares which may be acquired by him on or before June 1, 2005 upon the exercise of stock options and 1,450 shares held by Mr. Johnson as custodian for his grandchildren.

(7)

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 414 shares allocated to him in the Far East Plan over which he has no voting or investment power and 863 shares allocated to him in the Company’s 401(k) Plan over which he has no voting or investment power.

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(8)

The shares of Class A Common Stock beneficially owned by Mr. Simandl include 1,200 shares held of record by Mr. Simandl’s wife. The shares of Class B Common Stock beneficially owned by Mr. Simandl include 4,000 shares which may be acquired by him on or before June 1, 2005 upon the exercise of stock options and 3,600 shares held of record by Mr. Simandl’s wife.

(9)

The shares of Class A Common Stock beneficially owned by Mr. Vasquez include 15 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. Vasquez include 7,500 shares which may be acquired by Vasquez on or before June 1, 2005 upon the exercise of stock options and 848 shares allocated to him in the Company’s 401(k) Plan over which he has voting but no investment power.

(10)	Includes 2,000 shares of Class B Common Stock which may be acquired by Mr. Tweedy on or before June 1, 2005 upon the exercise of stock options.

(11)

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 no investment power. The shares of Class B Common Stock owned by Mr. Ackerman include 3,970 shares allocated to him in the Company’s 401(k) Plan over which he has no voting or investment power.

(12)

Includes 25,500 shares of Class B Common Stock which may be acquired on or before June 1, 2005 upon the exercise of stock options and 3,908 and 17,391 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 2004 all filing requirements applicable to its directors, officers and greater than 10 percent beneficial owners were satisfied on a timely basis, except that Colin Dunn (an executive officer of the Company) reported late an intra-plan transfer in the 401(k) plan that occurred in June 2004, Avi Eden (a director of the Company) filed late his initial report of beneficial ownership upon becoming a director, Howard Bernstein (a director of the Company) reported late an option exercise and sale that occurred in June 2004 and Joseph Meccariello (an executive officer of the Company) filed an amendment to correct the number of shares of Class A Common Stock he held at the end of February 2004. The failures to file were inadvertent and the filings were made promptly after the failures to file were noted.

Summary of Cash and Certain Other Compensation

The following table sets forth, for the fiscal years ended December 31, 2002, 2003 and 2004, 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 2004 (the “Named Officers”):

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SUMMARY COMPENSATION TABLE

Name and			Annual Compensation						Long-Term Compensation Awards Securities Underlying		All Other
Principal Position	Year		Salary		Bonus		Other (1)		Options/SARs (#)		Compensation (2)

Daniel Bernstein		2004	$	204,875	$	90,618		—		—	$	6,350
President and		2003		204,888		63,028		—		—		6,496
Chief Executive Officer		2002		204,881		4,268		—		—		10,496

Colin Dunn		2004		164,248		72,648		—		—		5,278
Vice President and		2003		164,256		50,538		—		—		5,278
Treasurer		2002		164,225		3,422		—		—		5,277

Joseph Meccariello		2004		157,805		70,574	$	60,562		—		11,046
Vice President		2003		157,077		49,094		57,076		—		10,995
		2002		157,077		3,422		64,266		—		10,995

Dwayne Vasquez (3)		2004		150,000		28,846		—		—		4,850
Vice President		2003		150,000		14,423		—		—		4,850
		2002		150,012		3,125		—		—		4,850

Dennis Ackerman		2004		151,000		66,788		—		—		4,880
Vice President		2003		143,848		46,461		—		—		4,880
		2002		116,644		2,430		—		—		3,849

(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 $55,178, $51,692, and $58,882, during 2004, 2003, and 2002, respectively, and a travel allowance of $5,384 during 2004, 2003 and 2002.

(2)

Compensation reported under this column for 2004 includes: (i) contributions of $11,046 for Joseph Meccariello to the Company’s Far East Retirement Plan and contributions of $6,350, $5,278, $4,850 and $4,880, for Daniel Bernstein, Colin Dunn, Dwayne Vasquez and Dennis Ackerman, respectively, to the Company’s 401(k) Plan, to match 2004 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.

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, 2004.

Option Exercises and Holdings

The following table provides data regarding option exercises by the Named Officers during 2004 and the number of shares covered by both exercisable and non-exercisable stock options at December 31, 2004. Also reported are the values for “in-the-money” options, which represent the positive spread between the exercise price of existing options and either $29.30 or $33.79, the closing sale price of the Company’s Class A Common Stock or Class B Common Stock, respectively, on December 31, 2004.

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AGGREGATE 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/

Class B Stock

(Market Price

on Exercise

Securities Underlying
Unexercised

Unexercised

In-the-Money

Acquired on

Date Less

Options/SARs at Year-End (#)

Options/SARs at Year-End ($)

Name

Exercise(#)

Exercise Price) ($)

Exercisable

Unexercisable

Exercisable

Unexercisable

Daniel Bernstein

—/

—

—/

—

—/

32,000

—/

—

—/

1,081,286

—/

—

Colin Dunn

1,014/

14,986

13,283/

207,932

—/

—

—/

—

—/

—

—/

—

Joseph Meccariello

—/

16,000

—/

288,320

—/

—

—/

—

—/

—

—/

—

Dwayne Vasquez

—/

—

—/

—

—/

7,500

—/

2,500

—/

253,425

—/

84,475

Dennis Ackerman

—/

12,000

—/

241,200

—/

—

—/

—

—/

—

—/

—

Equity Compensation Plan Information

The following table provides information as of December 31, 2004 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.

Plan Category	(a) Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price Of Outstanding Options, Warrants and Rights			(c) Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))
Equity Compensation Plans Approved by Security Holders	Class A: Class B:	0 495,289	Class A: Class B:	$ $	0 23.17	Class A: Class B:	0 941,000

Equity Compensation Plans Not Approved by Security Holders	—		—			—

TOTAL	Class A: Class B:	0 495,289	Class A: Class B:	$ $	0 23.17	Class A: Class B:	0 941,000

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The Board of Directors; Committees of the Board; Directors’ Compensation

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory focus on the independence of directors. Nasdaq has adopted amendments to its definition of independence. Additional requirements relating to independence are imposed by the Sarbanes-Oxley Act with respect to members of the Audit Committee. As noted below, the Board has determined that the members of the Audit Committee satisfy all such definitions of independence. The Board has also determined that the following members of the Board satisfy the Nasdaq definition of independence: Howard Bernstein, Peter Gilbert, John S. Johnson, John F. Tweedy, Robert Simandl and Avi Eden.

The Company’s Board of Directors holds a regular meeting immediately before the Annual Meeting of Shareholders and meets regularly throughout the year. During 2004, the Board held five meetings.

Bel’s Board has an Executive Committee, a Compensation Committee, an Audit Committee and a Nominating Committee. The Executive Committee is composed of Daniel Bernstein, Robert H. Simandl and John F. Tweedy; the Compensation Committee is composed of 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 Nominating Committee is composed of Howard Bernstein, Robert H. Simandl and John F. Tweedy.

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. The Board of Directors has determined that John S. Johnson constitutes an “audit committee financial expert”, as such term is defined by the SEC. As noted above, Mr. Johnson — as well as the other members of the Audit Committee — has been determined to be “independent” within the meaning of SEC and Nasdaq regulations.

During 2004, the Executive Committee held two meetings, the Audit Committee held five meetings, the Compensation Committee held one meeting and the Nominating Committee held one meeting.

In 2004, non-employee directors of the Company received an annual retainer of $15,000, plus $1,000 for each Board meeting they attended and $750 for each committee meeting they attended. In 2004, directors who were executive officers of the Company did not receive directors’ fees. In 2004, directors of the Company’s foreign subsidiaries did not receive a retainer.

In 2004, Avi Eden, a director of the Company, was granted an option to purchase 8,000 shares of Class B Common Stock in consideration of his service as a director. For a description of legal services provided to the Company by Robert H. Simandl during 2004, see “Compensation Committee Interlocks and Insider Participation.”

Nominating Committee Matters

Nominating Committee Charter. The Board has adopted a Nominating Committee charter to govern its Nominating Committee. The charter was filed as Appendix A to the Company’s 2004 proxy statement.

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Independence of Nominating Committee Members. All members of the Nominating Committee of the Board of Directors have been determined to be “independent directors” pursuant to the definition contained in Rule 4200(a)(15) of the National Association of Securities Dealers’ Marketplace rules.

Procedures for Considering Nominations Made by Shareholders. The Nominating Committee’s charter describes procedures for nominations to be submitted by shareholders and other third-parties, other than candidates who have previously served on the Board or who are recommended by the Board. The charter states that a nomination must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. The charter requires a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (b) information that will enable the Nominating Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.

Qualifications. The charter describes the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess. Each nominee:

·	must satisfy any legal requirements applicable to members of the Board;

·	must have business or professional experience that will enable such nominee to provide useful input to the Board in its deliberations;

·	must have a reputation for honesty and ethical conduct;

·	must have a working knowledge of the types of responsibilities expected of members of the board of directors of a public company; and

·	must have experience, either as a member of the board of directors of another public or private company or in another capacity, that demonstrates the nominee’s capacity to serve in a fiduciary position.

Identification and Evaluation of Candidates for the Board. Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The Nominating Committee’s charter provides that there will be no differences in the manner in which the Nominating Committee evaluates nominees recommended by shareholders and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing Board members will include:

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·	a review of the information provided to the Nominating Committee by the proponent;

·	a review of reference letters from at least two sources determined to be reputable by the Nominating Committee; and

·	a personal interview of the candidate, together with a review of such other information as the Nominating Committee shall determine to be relevant.

Third Party Recommendations. In connection with the 2004 Annual Meeting, the Nominating Committee did not receive any nominations from any shareholder or group of shareholders which owned more than 5% of the Company’s Class A Common Stock or Class B Common Stock for at least one year.

Audit Committee Matters

Audit Committee Charter. The Audit Committee performed its duties during 2004 under a written charter approved by the Board of Directors. The charter was filed as Appendix B to the Company’s 2004 proxy statement.

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)(15) of the National Association of Securities Dealers’ Marketplace Rules and under the SEC’s Rule 10A-3.

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, 2004:

(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 2004 Annual Report on Form 10-K.

By: The Audit Committee of the Board of Directors

Peter Gilbert

John S. Johnson

John F. Tweedy

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Shareholder Communication With the Board

The Board of Directors has established a procedure that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the Company’s Chief Executive Officer and should be sent to such individual c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board, upon the Chief Executive Officer’s receipt of such a communication, the Company’s Secretary will send a copy of such communication to each member of the Board, identifying it as a communication received from a shareholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board held more than two days after such communication has been distributed, the Board will consider the substance of any such communication.

Board members are encouraged, but not required by any specific Board policy, to attend the Company’s annual meeting of shareholders. All of the members of the Board attended the Company’s 2004 annual meeting of shareholders.

Performance Graph

The following graph compares the cumulative total return on a hypothetical $100 investment made at the close of business on December 31, 1999 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.

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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 2004 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, bonus 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 2003 to 2004. Bonuses to the Named Officers were increased in 2004, reflecting the improvement in the Company’s financial performance and the contributions made by various individuals, including Daniel Bernstein and Colin Dunn, to such performance.

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 2004.

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.

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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 Gilber

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 2004.

Mr. Simandl served as the Company’s Secretary through May 2003. 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 2004 were not material. The Company will retain Mr. Simandl in 2005.

Mr. Eden served as a special consultant on matters related to potential acquisitions during 2004. Fees received by Mr. Eden from the Company in 2004 were not material. The Company expects Mr. Eden to continue in this role in 2005.

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, 2005.

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

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by the Company’s independent accountants, Deloitte & Touche LLP (“Deloitte”), is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.

Audit Fees. Audit fees billed or expected to be billed to the Company by Deloitte for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the years ended December 31, 2003 and 2004 totaled approximately $396,625 and $528,159 respectively.

Audit-Related Fees. The Company was billed $53,911 and $16,268 by Deloitte for the fiscal years ended December 31, 2003 and 2004, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the caption “Audit Fees” above.

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Tax Fees. The Company was billed an aggregate of $321,370 and $196,820 by Deloitte for the fiscal years ended December 31, 2003 and 2004, respectively, for tax services, principally advice regarding the preparation of income tax returns.

All Other Fees. The Company was billed an aggregate of $-0- and $-0- by Deloitte for the fiscal years ended December 31, 2003 and 2004, respectively, for permitted non-audit services.

Other Matters. The Audit Committee of the Board of Directors has considered whether the provision of the Audit-Related Fees, Tax Fees and All Other Fees are compatible with maintaining the independence of the Company’s principal accountant.

Applicable law and regulations provide an exemption that permits certain services to be provided by the Company’s outside auditors even if they are not pre-approved. The Company has not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.

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

Colin Dunn, Secretary

Dated: April 18, 2005

A copy of the Company’s annual report for the year ended December 31, 2004, 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, 2004, 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.

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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 12, 2005

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 12, 2005, 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: Avi Eden
Robert H. Simandl

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: _______________________, 2005

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.

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