U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT
#1 TO FORM 10-K
x Annual
Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For the
Fiscal Year Ended December 31, 2004
o Transition Report Pursuant to Section 13 or
15(d) of
the
Securities Exchange Act of 1934
For the
transition period
from
to
________
Commission
File Number 0-11676
BEL FUSE
INC.
(Exact
name of registrant as specified in its charter)
|
New
Jersey |
22-1463699 |
|
(State
or other jurisdiction of |
(I.R.S.
Employer |
|
incorporation
or organization) |
Identification
No.) |
206 Van
Vorst Street, Jersey City, New Jersey 07302
(201)
432-0463
(Address
and telephone number, including area code, of registrant's principal executive
office)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Class A
Common Stock, $.10 par value; Class B Common Stock, $.10 par value
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) Yes x No o
The
aggregate market value of the voting and non-voting common equity of the
registrant held by non-affiliates (for this purpose, persons and entities other
than executive officers, directors, and 5% or more shareholders) of the
registrant, as of the last business day of the registrant's most recently
completed second fiscal quarter (June 30, 2004), was $417,928,000.
Number of
shares of Common Stock outstanding as of March 1, 2005: 2,702,677 Class A Common
Stock; 8,660,589 Class B Common Stock
DOCUMENTS
INCORPORATED BY REFERENCE
Bel Fuse
Inc.'s Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders is
incorporated by reference into Part III.
EXPLANATORY
NOTE
In
November 2004, the Securities and Exchange Commission (the “Commission”) issued
an exemptive order providing certain companies that met criteria specified by
the Commission with an extension of up to 45 days for filing of management's
report on the company's internal controls over financial reporting and the
related attestation from the Company’s independent registered public accounting
firms. Bel Fuse Inc. (the "Company") elected to utilize a portion of this
extension period. Therefore, the Company hereby amends its Annual Report on Form
10-K, filed March 31, 2005 (the "Original Filings"), to include Management's
Report on Internal Control Over Financial Reporting and the Report of
Independent Registered Public Accounting Firm required in Item 9A, "Controls and
Procedures" on Form 10-K. As a result of this amendment, the Company is also
filing as exhibits to this Amendment No. 1 to Form 10-K on Form 10-K/A the
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and a
consent of the Company's independent registered public accounting firm. This
Form 10-K/A does not reflect events occurring after the date of the filing of
the Original Filing or amend or update other disclosures therein.
PART
II
Item
9A Controls
and Procedures
Evaluation
of Disclosure Controls and Procedures
During
the fourth quarter of 2004, the Company’s management, including the principal
executive officer and principal financial officer, evaluated the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) related to the recording,
processing, summarization, and reporting of information in the Company’s
periodic reports that the Company files with the SEC. These disclosure controls
and procedures have been designed to ensure that material information relating
to the Company, including its subsidiaries, is made known to the Company’s
management, including these officers, by other of the Company’s employees, and
that this information is recorded, processed, summarized, evaluated, and
reported, as applicable, within the time periods specified in the SEC’s rules
and forms. Due to the inherent limitations of control systems, not all
misstatements may be detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or
by management override of the control. The Company’s controls and procedures can
only provide reasonable, not absolute, assurance that the above objectives have
been met.
Based on
their evaluation as of December 31, 2004, the Company’s principal executive
officer and principal financial officer have concluded that the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure
that the information required to be disclosed by the Company in the reports that
the Company files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.
Management’s
Report on Internal Control Over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rules 13a-15(f). Under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and
principal financial officer, the Company conducted an evaluation of the
effectiveness of the Company’s internal control over financial reporting based
on the framework in Internal
Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on the Company’s evaluation under the framework in Internal
Control –
Integrated
Framework, the
Company’s management concluded that the Company’s internal control over
financial reporting was effective as of December 31, 2004.
Our
management’s assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2004 has been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their
report which is included herein.
Changes
in Internal Controls Over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting
that occurred during the last fiscal quarter to which this Annual Report on Form
10-K (as amended by this amendment No. 1 to Form 10-K on Form 10-K/A) relates
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
Attestation
Report of the Independent Registered Public Accounting Firm.
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders of
Bel Fuse
Inc.
Jersey
City, New Jersey
We have
audited management’s assessment, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting, that Bel Fuse Inc. and
subsidiaries (the “Company”) maintained effective internal control over
financial reporting as of December 31, 2004, based on criteria established in
Internal
Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. The
Company’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the Company’s
internal control over financial reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management’s assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.
A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our
opinion, management’s assessment that the Company maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in
all material respects, based on the criteria established in Internal
Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Also in
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2004, based on the
criteria established in Internal
Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements and
financial statement schedule as of and for the year ended December 31, 2004 of
the Company and our report dated March 28, 2005 expressed an unqualified opinion
on those financial statements and financial statement schedule.
[/s/]
Deloitte & Touche LLP
New York,
New York
April 26,
2005
PART
IV
Item
15 Exhibits
(c)
Exhibit
No.:
| |
3.1 |
Certificate
of Incorporation, as amended, is incorporated by reference to Exhibit 3.1
of the Company’s Annual Report on Form 10-K for the year ended December
31, 1999. |
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3.2 |
By-laws,
as amended, are hereby incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-2 (Registration No. 33-16703)
filed with the Securities and Exchange Commission on August 25,
1987. |
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|
|
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10.1 |
Agency
agreement dated October 1, 1988 between Bel Fuse Ltd. and Rush Profit Ltd.
Incorporated by reference to Exhibit 10.1 of the Company's annual report
on Form 10-K for the year ended December 31, 1994. |
| |
|
|
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10.2 |
Contract
dated March 16, 1990 between Accessorios Electronicos (Bel Fuse Macau
Ltd.) and the Government of Macau. Incorporated by reference to Exhibit
10.2 of the Company's annual report on Form 10-K for the year ended
December 31, 1994. |
| |
|
|
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10.3 |
Loan
agreement dated February 14, 1990 between Bel Fuse, Ltd. (as lender) and
Luen Fat Lee Electronic Factory (as borrower). Incorporated by reference
to Exhibit 10.3 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995. |
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|
|
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10.4 |
Stock
Option Plan. Incorporated by reference to Exhibit 28.1 of the Company's
Registration Statement on Form S-8 (Registration No.333-89376) filed with
the Securities and Exchange Commission on May 29, 2002. |
| |
|
|
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10.5 |
Employment
agreement between Elliot Bernstein and Bel Fuse Inc. dated October 29,
1997. Incorporated by reference to Exhibit 10.7 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1997. |
| |
|
|
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10.6 |
Stock
and Asset Purchase Agreement among Bel Fuse Ltd, Bel Fuse Macau, L.P.A.,
Bel Connector, Inc. and Bel Transformer, Inc. and Insilco Technologies,
Inc. and certain of its subsidiaries, dated as of December 31, 2002, as
amended by Amendment No. 1, dated as of March 21, 2003, to Stock and Asset
Purchase Agreement, among Bel Fuse Inc., Bel Fuse Ltd., Bel Fuse Macau,
L.D.A., Bel Connector Inc. and Bel Transformer Inc. and Insilco
Technologies, Inc. and certain of its subsidiaries. Incorporated by
reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2002. |
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|
|
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10.7
|
Amended
and Restated Credit and Guarantee Agreement, dated as of March 21, 2003,
by and among Bel Fuse Inc., as Borrower, the Subsidiary Guarantors party
thereto and The Bank of New York, as Lender. Incorporated by reference to
Exhibit 10.7 of the Company’s Form 10-K for the year ended December 31,
2002.
|
Item
15. Exhibits
(continued)
Exhibit
No.:
| |
10.8 |
Agreement
and Plan of Merger dated as of March 4, 2005 by and among Bel Fuse, Inc.,
Bel Westboro, Inc. and Galaxy Power, Inc. Incorporated by reference to
exhibit 2.1 of the Company's Form 8-K dated March 7,
2005. |
| |
|
|
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10.9 |
Contract
for Purchase and Sale of Real Estate dated July 15, 2004 between Bel Fuse
Inc. and Fields Development Group Co. Incorporated by reference to exhibit
10.9 of the Company's Form 10-K dated March 31, 2005. |
| |
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11.1 |
A
statement regarding the computation of earnings per share is omitted
because such computation can be clearly determined from the material
contained in this Annual Report on Form 10-K. |
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· |
22.1
|
Subsidiaries
of the Registrant. |
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23.1 |
Consent
of Independent Registered Public Accounting Firm. |
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24.1 |
Power
of attorney (included on the signature page of the Annual Report as
initially filed) |
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31.1 |
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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|
|
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31.2 |
Certification
of the Vice President of Finance pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, this amendment to the registrant’s Annual Report has been signed below by
the following person on behalf of the registrant and in the capacity and on the
date indicated.
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| BEL FUSE INC. |
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| BY: |
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/s/ Daniel
Bernstein |
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Daniel Bernstein, President, Chief Executive |
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Officer and
Director |
Dated:
April 26, 2005
Pursuant
to the requirements of the Securities Exchange Act of 1934, this amendment to
the registrant’s Annual Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
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Signature |
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Title |
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Date |
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/s/
Daniel Bernstein |
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President,
Chief |
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April
26, 2005 |
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Daniel
Bernstein |
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Executive
Officer and |
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Director |
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/s/
Howard B. Bernstein |
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Director |
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April
26, 2005 |
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Howard
B. Bernstein |
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/s/
Robert H. Simandl |
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Director |
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April
26, 2005 |
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Robert
H. Simandl |
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/s/
Peter Gilbert |
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Director |
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April
26, 2005 |
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Peter
Gilbert |
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/s/
John Tweedy |
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Director |
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April
26, 2005 |
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John
Tweedy |
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/s/
John Johnson |
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Director |
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April
26, 2005 |
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John
Johnson |
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/s/
Avi Eden |
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Director |
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April
26, 2005 |
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Avi
Eden |
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/s/
Colin Dunn |
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Chief
Accounting and |
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Colin
Dunn |
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Financial
Officer |
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April
26, 2005 |