Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 25, 2014, Bel Fuse Inc., a New Jersey corporation (“Bel” or the “Company”), completed its acquisition of the Emerson Network Power Connectivity Solutions business from Emerson Electric Co. (“Emerson”). The acquisition was effectuated pursuant to a Stock Purchase Agreement, dated as of May 16, 2014 (the “Agreement”), between Bel and Emerson. Bel paid approximately $98 million in cash, on a cash and debt-free basis. The Connectivity Solutions business is headquartered in Bannockburn, Illinois, and has manufacturing facilities in North America, the U.K. and China (the China portion of the transaction is expected to close by the end of the third quarter of 2014). The Agreement was filed as Exhibit 2.1 to Bel’s Current Report on Form 8-K filed with the SEC on May 22, 2014, and is incorporated herein by reference. A copy of the press release announcing the closing of the acquisition is filed with this Current Report on Form 8-K as Exhibit 99.1.
Item 2.02. Results of Operations and Financial Condition.
On July 30, 2014, Bel issued a press release regarding the results for the three and six months ended June 30, 2014. A copy of this press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The principal portion of the purchase price for the acquisition described in Item 2.01 above was funded pursuant to the senior Credit and Security Agreement (the “Credit Agreement”), among Bel, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein. The principal terms of the Credit Agreement were described in Bel’s Current Reports on Form 8-K filed with the SEC on June 24, 2014 and July 7, 2014.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2014, Bel announced that its Board of Directors has appointed Eric Nowling as a director of the Company. Mr. Nowling, who has 35 years of accounting and financial management experience at public companies, currently is the Vice President of Global Accounting for Verint Systems Inc., a NASDAQ-listed public company with annual revenues of approximately $1 billion. Previously, he served as Vice President, Controller and Chief Accounting Officer, and for several years as CFO, for Standard Microsystems Corporation. Mr. Nowling holds a B.S. degree in Economics (magna cum laude), from the University of Pennsylvania’s Wharton School of Business, and is a CPA in the State of New York.
It is anticipated that Mr. Nowling will stand for election as a director for a three-year term at the Company’s 2015 Annual Meeting of Shareholders, and that he will serve as a member of the Audit Committee.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(d) Exhibits
Exhibit 99.1– Press release of Bel Fuse Inc. dated July 25, 2014, pertaining to the closing of the acquisition of the Emerson Network Power Connectivity Solutions business.
Exhibit 99.2– Press release of Bel Fuse Inc. dated July 30, 2014, pertaining to the Company’s results for the three and six months ended June 30, 2014. As described in Item 2.02 of this Form 8–K, this Exhibit 99.2 is furnished and not filed.
Exhibit 99.3– Press release of Bel Fuse Inc. dated July 30, 2014, pertaining to the appointment of Eric Nowling as a director of the Company.