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.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
0-11676 22-1463699
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(Commission File Number) (IRS Employer Identification No.)
206 Van Vorst Street, Jersey City, New Jersey 07302
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(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
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Name: Colin Dunn
Title: Vice President of Finance
Dated: December 28, 2009
EXHIBIT INDEX
Exhibit 99.1 - Press release dated December 28, 2009.