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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/23 Bel Fuse Inc./NJ 10-K 12/31/22 121:13M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.21M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 64K
7: EX-10.13 Offer Letter, Dated October 25, 2022, Between Bel HTML 47K
Fuse Inc. and Suzanne Kozlovsky.
3: EX-10.4 First Amendment Agreement, Dated as of January 12, HTML 52K
2023, to Amended and Restated Credit and Security
Agreement, Dated as of September 2, 2021
4: EX-10.5 Conformed Amended and Restated Credit and Security HTML 808K
Agreement, Dated as of September 2, 2021
(Reflecting Changes Thereto Pursuant to First
Amendment Agreement Dated as of January 12, 2023)
5: EX-10.8 Amended Confirmation of Transaction, by and HTML 53K
Between Bel Fuse Inc. and Pnc Bank, National
Association, Dated as of January 18, 2023.
6: EX-10.9 Amended Confirmation of Transaction, by and HTML 51K
Between Bel Fuse Inc. and Keybank National
Association, Dated as of January 18, 2023.
8: EX-21.1 Subsidiaries List HTML 38K
9: EX-23.1 Consent of Expert or Counsel HTML 33K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
19: R1 Document And Entity Information HTML 106K
20: R2 Consolidated Balance Sheets HTML 156K
21: R3 Consolidated Balance Sheets (Parentheticals) HTML 57K
22: R4 Consolidated Statements of Operations HTML 104K
23: R5 Consolidated Statements of Comprehensive Income HTML 63K
24: R6 Consolidated Statements of Comprehensive Income HTML 43K
(Parentheticals)
25: R7 Consolidated Statements of Stockholders' Equity HTML 97K
26: R8 Consolidated Statements of Stockholders' Equity HTML 48K
(Parentheticals)
27: R9 Consolidated Statements of Cash Flows HTML 148K
28: R10 Note 1 - Description of Business and Summary of HTML 99K
Significant Accounting Policies
29: R11 Note 2 - Acquisitions HTML 83K
30: R12 Note 3 - Revenue HTML 117K
31: R13 Note 4 - Goodwill and Other Intangible Assets HTML 105K
32: R14 Note 5 - Fair Value Measurements HTML 43K
33: R15 Note 6 - Other Assets HTML 39K
34: R16 Note 7 - Inventories HTML 44K
35: R17 Note 8 - Property, Plant and Equipment, Net HTML 48K
36: R18 Note 9 - Income Taxes HTML 115K
37: R19 Note 10 - Debt HTML 61K
38: R20 Note 11 - Accrued Expenses HTML 63K
39: R21 Note 12 - Derivative Instruments and Hedging HTML 79K
Activities
40: R22 Note 13 - Segments HTML 115K
41: R23 Note 14 - Retirement Fund and Profit Sharing Plan HTML 96K
42: R24 Note 15 - Share-based Compensation HTML 52K
43: R25 Note 16 - Common Stock HTML 44K
44: R26 Note 17 - Leases HTML 92K
45: R27 Note 18 - Commitments and Contingencies HTML 42K
46: R28 Note 19 - Accumulated Other Comprehensive Loss HTML 88K
47: R29 Note 20 - Subsequent Events HTML 39K
48: R30 Significant Accounting Policies (Policies) HTML 143K
49: R31 Note 1 - Description of Business and Summary of HTML 63K
Significant Accounting Policies (Tables)
50: R32 Note 2 - Acquisitions (Tables) HTML 77K
51: R33 Note 3 - Revenue (Tables) HTML 100K
52: R34 Note 4 - Goodwill and Other Intangible Assets HTML 97K
(Tables)
53: R35 Note 7 - Inventories (Tables) HTML 44K
54: R36 Note 8 - Property, Plant and Equipment, Net HTML 46K
(Tables)
55: R37 Note 9 - Income Taxes (Tables) HTML 112K
56: R38 Note 10 - Debt (Tables) HTML 41K
57: R39 Note 11 - Accrued Expenses (Tables) HTML 63K
58: R40 Note 12 - Derivative Instruments and Hedging HTML 76K
Activities (Tables)
59: R41 Note 13 - Segments (Tables) HTML 112K
60: R42 Note 14 - Retirement Fund and Profit Sharing Plan HTML 89K
(Tables)
61: R43 Note 15 - Share-based Compensation (Tables) HTML 46K
62: R44 Note 17 - Leases (Tables) HTML 94K
63: R45 Note 19 - Accumulated Other Comprehensive Loss HTML 88K
(Tables)
64: R46 Note 1 - Description of Business and Summary of HTML 60K
Significant Accounting Policies (Details Textual)
65: R47 Note 1 - Description of Business and Summary of HTML 63K
Significant Accounting Policies - Basic and
Diluted Net Earnings Per Common Share (Details)
66: R48 Note 2 - Acquisitions (Details Textual) HTML 75K
67: R49 Note 2 - Acquisitions - Identifiable Assets HTML 93K
Acquired and Liabilities Assumed (Details)
68: R50 Note 2 - Acquisitions - Proforma Results (Details) HTML 43K
69: R51 Note 3 - Revenue - Disaggregation of Revenue by HTML 62K
Product Group and Sales Channel (Details)
70: R52 Note 3 - Revenue - Contract Assets and Contract HTML 48K
Liabilities (Details)
71: R53 Note 4 - Goodwill and Other Intangible Assets HTML 53K
(Details Textual)
72: R54 Note 4 - Goodwill and Other Intangible Assets - HTML 55K
Goodwill (Details)
73: R55 Note 4 - Goodwill and Other Intangible Assets - HTML 40K
Estimated Fair Values Over Carrying Value,
Including Goodwill (Details)
74: R56 Note 4 - Goodwill and Other Intangible Assets - HTML 56K
Components of Definite and Indefinite-lived
Intangible Assets (Details)
75: R57 Note 4 - Goodwill and Other Intangible Assets - HTML 43K
Estimated Amortization Expense (Details)
76: R58 Note 5 - Fair Value Measurements (Details Textual) HTML 53K
77: R59 Note 6 - Other Assets (Details Textual) HTML 51K
78: R60 Note 7 - Inventories - Components of Inventories HTML 42K
(Details)
79: R61 Note 8 - Property, Plant and Equipment, Net HTML 38K
(Details Textual)
80: R62 Note 8 - Property, Plant and Equipment, Net - HTML 47K
Property, Plant and Equipment (Details)
81: R63 Note 9 - Income Taxes (Details Textual) HTML 66K
82: R64 Note 9 - Income Taxes - Liability for Uncertain HTML 43K
Tax Positions (Details)
83: R65 Note 9 - Income Taxes - Provision (Benefit) for HTML 59K
Income Taxes (Details)
84: R66 Note 9 - Income Taxes - Reconciliation of Taxes on HTML 73K
Income (Details)
85: R67 Note 9 - Income Taxes - Components of Deferred HTML 67K
Income Tax Assets (Details)
86: R68 Note 10 - Debt (Details Textual) HTML 109K
87: R69 Note 10 - Debt - Scheduled Principal Payments HTML 54K
(Details)
88: R70 Note 11 - Accrued Expenses - Accrued Expenses HTML 51K
(Details)
89: R71 Note 11 - Accrued Expenses - Activity and HTML 45K
Liability Balances Related to Restructuring Costs
(Details)
90: R72 Note 12 - Derivative Instruments and Hedging HTML 41K
Activities (Details Textual)
91: R73 Note 12 - Derivative Instruments and Hedging HTML 54K
Activities - Fair Value of Derivative Financial
Instruments (Details)
92: R74 Note 12 - Derivative Instruments and Hedging HTML 42K
Activities - Derivative Financial Instruments
Effects on Accumulated Other Comprehensive Loss
(Details)
93: R75 Note 12 - Derivative Instruments and Hedging HTML 38K
Activities - (Losses) Gains Recognized on
Derivatives Instruments Not Designated as Hedging
(Details)
94: R76 Note 13 - Segments (Details Textual) HTML 57K
95: R77 Note 13 - Segments - Segments (Details) HTML 73K
96: R78 Note 13 - Segments - Net Sales to External HTML 57K
Customers by Geographic Area and by Major Product
Line (Details)
97: R79 Note 13 - Segments - Long-lived Assets by HTML 42K
Geographic Area (Details)
98: R80 Note 14 - Retirement Fund and Profit Sharing Plan HTML 87K
(Details Textual)
99: R81 Note 14 - Retirement, Savings and Deferred HTML 46K
Compensation Plans - Components of SERP Expense
(Details)
100: R82 Note 14 - Retirement Fund and Profit Sharing Plan HTML 56K
- Changes in Plan Assets and Benefit Obligation
(Details)
101: R83 Note 14 - Retirement Fund and Profit Sharing Plan HTML 46K
- Benefit Payments Expected to be Paid (Details)
102: R84 Note 14 - Retirement, Savings and Deferred HTML 41K
Compensation Plans - Amounts Recognized in
Accumulated Other Comprehensive Loss (Details)
103: R85 Note 14 - Retirement Fund and Profit Sharing Plan HTML 43K
- Weighted Average Assumptions Used in Determining
the Periodic Net Cost and Benefit Obligation
(Details)
104: R86 Note 15 - Share-based Compensation (Details HTML 55K
Textual)
105: R87 Note 15 - Share-based Compensation - Summary of HTML 57K
Restricted Stock Activity (Details)
106: R88 Note 16 - Common Stock (Details Textual) HTML 45K
107: R89 Note 17 - Leases (Details Textual) HTML 36K
108: R90 Note 17 - Leases - Components of Lease Expense HTML 58K
(Details)
109: R91 Note 17 - Leases - Supplemental Cash Flow HTML 44K
Information Related to Leases (Details)
110: R92 Note 17 - Leases - Supplemental Balance Sheet HTML 59K
Information (Details)
111: R93 Note 17 - Leases - Maturities of Lease Liabilities HTML 74K
(Details)
112: R94 Note 18 - Commitments and Contingencies (Details HTML 42K
Textual)
113: R95 Note 19 - Accumulated Other Comprehensive Loss - HTML 48K
Accumulated Other Comprehensive Loss (Details)
114: R96 Note 19 - Accumulated Other Comprehensive Loss - HTML 40K
Accumulated Other Comprehensive Loss (Details)
(Parentheticals)
115: R97 Note 19 - Accumulated Other Comprehensive Loss - HTML 63K
Changes in Accumulated Other Comprehensive Loss by
Component (Details)
116: R98 Note 20 - Subsequent Events (Details Textual) HTML 45K
119: XML IDEA XML File -- Filing Summary XML 226K
117: XML XBRL Instance -- belfb20221123_10k_htm XML 2.87M
118: EXCEL IDEA Workbook of Financial Reports XLSX 178K
15: EX-101.CAL XBRL Calculations -- belfa-20221231_cal XML 244K
16: EX-101.DEF XBRL Definitions -- belfa-20221231_def XML 1.95M
17: EX-101.LAB XBRL Labels -- belfa-20221231_lab XML 1.50M
18: EX-101.PRE XBRL Presentations -- belfa-20221231_pre XML 1.99M
14: EX-101.SCH XBRL Schema -- belfa-20221231 XSD 269K
120: JSON XBRL Instance as JSON Data -- MetaLinks 622± 1.03M
121: ZIP XBRL Zipped Folder -- 0001437749-23-006172-xbrl Zip 635K
Exhibit 4.1
Description of Capital Stock
Bel Fuse Inc. (the “Company”) is authorized to issue 10,000,000 shares of Class A Common Stock, par value $0.10 per share (the “Class A Common Stock”), and 30,000,000 shares of Class B Common Stock, par value $0.10 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As of March 1, 2023, there were 2,141,589 shares of Class A Common Stock outstanding and 10,642,760 shares of Class B Common Stock outstanding.
The Company is also authorized to 1,000,000 shares of preferred stock, no par value (the “Preferred Stock”), none of which are outstanding.
Common Stock
Voting
Except as described below under the caption "Class B Protection," each share of Class A entitles the holder thereof to one vote per share on all matters on which shareholders are entitled to vote, including the election of directors. The Class B Common Stock does not entitle the holder thereof to any vote except as otherwise provided in the Company’s certificate of incorporation or as required by law.
Dividends and Other Distributions
Cash dividends are payable to the holders of Class A Common Stock and Class B Common Stock only as and when declared by the Board of Directors. Subject to the foregoing, cash dividends declared on shares of Class B Common Stock in any calendar year cannot be less than 5% higher per share than the annual amount of cash dividends per share declared in such calendar year on shares of Class A Common Stock. No cash dividends may be paid on shares of Class A Common Stock unless, at the same time, cash dividends are paid on shares of Class B Common Stock, subject to the annual 5% provision described above. Cash dividends may be paid at any time or from time to time on shares of Class B Common Stock without corresponding cash dividends being paid on shares of Class A Common Stock.
Each share of Class A Common Stock and Class B Common Stock is otherwise equal with respect to dividends (other than cash) and distributions (including distributions in connection with any recapitalization and upon liquidation, dissolution or winding up of the Company), except that dividends or other distributions payable on the Common Stock in shares of Common Stock may be made only as follows: (i) in shares of Class B Common Stock to the holders of both Class A Common Stock and Class B Common Stock; or (ii) in shares of Class A Common Stock to the holders of Class A Common Stock and in shares of Class B Common Stock to the holders of Class B Common Stock. The Company’s certificate of incorporation also provides that neither the Class A Common Stock nor the Class B Common Stock may be split, subdivided or combined unless the other is proportionately split, subdivided or combined.
The respective amounts of future dividends, if any, to be declared on each class of Common Stock depends on circumstances existing at the time, including the Company's financial condition, capital requirements, earnings, legally available funds for the payment of dividends and other relevant factors.
Merger and Consolidations
Each holder of Class B Common Stock is entitled to receive the same amount and form of consideration per share as the per-share consideration, if any, received by any holder of the Class A Common Stock in a merger or consolidation of the Company (whether or not the Company is the surviving corporation).
Class B Protection
The provisions described under this caption (the “Class B Protection Provisions”) may have an anti-takeover effect by making the Company a less attractive target for a takeover bid.
For purposes of the Class B Protection Provisions, the following definitions apply:
"Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, control when used with respect to any specified Person means the possession of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
"4% Shareholder" means any Person that, alone or together with any Affiliate, or any member of the immediate family (or trusts for the benefit thereof) of any such Person or Affiliate, beneficially owned at June 9, 1998, at least 4% of the aggregate number of shares of the Company’s Common Stock then outstanding.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"Person" means any individual, partnership, joint venture, limited liability company, corporation, association, trust, incorporated organization, government or governmental department or agency or any other entity (other than the Company).
For purposes of the Class B Protection Provisions as set forth in the Company’s certificate of incorporation, the following shares of Class A Common Stock are excluded for the purpose of determining the shares of Class A Common Stock beneficially owned or acquired by any Person or group but not for the purpose of determining shares outstanding:
(a) shares beneficially owned by such Person or group (or, in the case of a group, shares beneficially owned by Persons that are members of such group), immediately after the effective time of the recapitalization in 1998 when the Company caused each share of its Common Stock to be converted into one half share of Class A Common Stock and one half share of Class B Common Stock (the “Effective Time”);
(b) shares acquired by will or by the laws of descent and distribution, or by a gift that is made in good faith and not for the purpose of circumventing the Class B Protection Provisions, or by termination or revocation of a trust or similar arrangement or by a distribution from a trust or similar arrangement if such trust or similar arrangement was created, and such termination, revocation or distribution occurred or was effected, in good faith and not for the purpose of circumventing the Class B Protection Provisions, or by reason of the ability of a secured party (following a default) to exercise voting rights with respect to, or to dispose of, shares that had been pledged in good faith as security for a bona fide loan, or by foreclosure of a bona fide pledge which secures a bona fide loan;
(c) shares acquired upon issuance or sale by the Company;
(d) shares acquired by operation of law (including a merger or consolidation effected for the purpose of recapitalizing a Person or reincorporating a Person in another jurisdiction but excluding a merger or consolidation effected for the purpose of acquiring another Person);
(e) shares acquired in exchange for Common Stock by a holder of Common Stock (or by a parent, lineal descendant or donee of such holder of Common Stock who received such Common Stock from such holder) if the Common Stock so exchanged was acquired by such holder directly from the Company as a dividend on shares of Class A Common Stock;
(f) shares acquired by a plan of the Company qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto, or acquired by reason of a distribution from such a plan;
(g) shares beneficially owned by a Person or group immediately after the Effective Time which are thereafter acquired by an Affiliate of such Person or group (or by the members of the immediate family (or trusts for the benefit thereof) of any such Person or Affiliate) or by a group which includes such Person or group or any such Affiliate; and
(h) shares acquired indirectly through the acquisition of securities, or all or substantially all of the assets, of a Person that has a class of its equity securities registered under Section 12 (or any successor provision) of the 1934 Act.
For purposes of calculating the number of shares of Common Stock beneficially owned or acquired by any Person or group in administering the Class B Protection Provisions:
(a) shares of Common Stock acquired by gift are deemed to be beneficially owned by such Person or member of a group if such gift was made in good faith and not for the purpose of circumventing the operations of the Class B Protection Provisions; and
(b) only shares of Common Stock owned of record by such Person or member of a group or held by others as nominees of such Person or member of a group and identified as such to the Company shall be deemed to be beneficially owned by such Person or group (provided that shares of Common Stock with respect to which such Person or member of a group has sole investment and voting power shall be deemed to be beneficially owned thereby).
Subject to the other definitional provisions applicable to the Class B Protection Provisions, "beneficial ownership" under the Class B Protection Provisions is to be determined pursuant to Rule 13d-3 (as in effect on February 1, 1996) promulgated under the 1934 Act, and the formation or existence of a "group" is to be determined pursuant to Rule 13d-5(b) (as in effect on May 1, 1998) promulgated under the 1934 Act, in each case subject to the following additional qualifications:
(a) relationships by blood or marriage between or among any Persons will not constitute any of such Persons as a member of a group with any such other Person(s), absent affirmative attributes of concerted action; and
(b) any Person acting in his or her official capacity as a director or officer of the Company shall not be deemed to beneficially own shares where such ownership exists solely by virtue of such Person's status as a trustee (or similar position) with respect to shares held by plans or trusts for the general benefit of employees or former employees of the Company, and actions taken or agreed to be taken by a Person in such Person's official capacity as an officer or director of the Company will not cause such Person to become a member of a group with any other Person.
If any Person or group (other than any 4% Shareholder) acquires after the Effective Time beneficial ownership of shares representing 10% or more of the then outstanding Class A Common Stock, and such Person or group (a "Significant Shareholder") does not then beneficially own an equal or greater percentage of all then outstanding shares of Class B Common Stock, all of which Class B Common Stock must have been acquired by such Person or group after the Effective Time, the Class B Protection Provisions require that such Significant Shareholder must, in order to maintain all of its voting power, make (within a ninety-day period beginning the day after becoming a Significant Shareholder) a public cash tender offer, in accordance with all applicable laws and regulations, to acquire additional shares of Class B Common Stock (a "Class B Protection Transaction"). The 10% ownership threshold of the number of shares of Class A Common Stock which triggers a Class B Protection Provision may not be waived by the Board of Directors, nor may this threshold be amended without shareholder approval, including a majority vote of the votes cast by the then outstanding shares of Class B Common Stock entitled to vote, tabulated separately as a class.
The Company’s certificate of incorporation contains several provisions describing the nature of the public cash tender offer to be made by a Significant Shareholder. If a Significant Shareholder fails to make a tender offer required by the Class B Protection Provisions, or to purchase validly tendered and not withdrawn shares (after proration, if any), the voting rights of all of the shares of Class A Common Stock beneficially owned by such Significant Shareholder which were acquired after the Effective Time are to be automatically suspended until completion of a Class B Protection Transaction or until divestiture of the excess shares of Class A Common Stock that triggered such requirement. To the extent that the voting power of any shares of Class A Common Stock is so suspended, such shares will not be included in the determination of aggregate voting shares for any purpose.
A Class B Protection Transaction is also required of any Significant Shareholder each time that the Significant Shareholder acquires after the Effective Time beneficial ownership of an additional amount of shares of Class A Common Stock equal to or greater than the next higher integral multiple of 5% in excess of 10% (e.g., 20%, 25%, 30%, etc.) of the outstanding shares of Class A Common Stock and such Significant Shareholder does not then own an equal or greater percentage of all then outstanding shares of Class B Common Stock that such Significant Shareholder acquired after the Effective Time. Such Significant Shareholder would be required to offer to buy that number of additional shares prescribed by a formula set forth in the Company’s certificate of incorporation.
The Class B Protection Provisions specifically exclude any 4% Shareholder.
Neither the Class B Protection Transaction requirement nor the related possibility of suspension of voting rights applies to any increase in percentage beneficial ownership of shares of Class A Common Stock resulting solely from a change in the total number of shares of Class A Common Stock outstanding, provided that any acquisition after such change which results in any Person or group having acquired after the Effective Time beneficial ownership of 10% or more of the number of then outstanding shares of Class A Common Stock (or, after the last acquisition which triggered the requirement for a Class B Protection Transaction, additional shares of Class A Common Stock in an amount equal to the next higher integral multiple of 5% in excess of the number of shares of Class A Common Stock then outstanding) is subject to any Class B Protection Transaction requirement that would be otherwise imposed. All calculations with respect to percentage beneficial ownership of issued and outstanding shares of either class of Common Stock are to be based upon the number of issued and outstanding shares reported by the Company on the last to be filed of (i) the Company's most recent Annual Report on Form 10-K, (ii) its most recent Quarterly Report on Form 10-Q, (iii) its most recent Current Report on Form 8-K, and (iv) its most recent definitive proxy statement filed with the SEC.
Convertibility
Except as described below, neither the Class A Common Stock nor the Class B Common Stock is convertible into another class of Common Stock or any other security of the Company.
The Class B Common Stock may be converted into Class A Common Stock on a share-for-share basis by resolution of the Board of Directors if, as a result of the existence of the Class B Common Stock, the Class A Common Stock or the Class B Common Stock or both become excluded from quotation on the NASDAQ National Market System or, if such shares are then quoted on another national quotation system or listed on a national securities exchange, from trading on the principal national quotation system or national securities exchange on which the shares are then traded.
In addition, if at any time, as a result of additional issuances by the Company of Class B Common Stock, repurchases by the Company of Class A Common Stock or a combination of such issuances and repurchases, the number of outstanding shares of Class A Common Stock as reflected on the stock transfer books of the Company falls below 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, then immediately upon the occurrence of such event all of the outstanding shares of Class B Common Stock will be automatically converted into shares of Class A Common Stock, on a share-for-share basis. For purposes of the immediately preceding sentence, any shares of Class A Common Stock or Class B Common Stock repurchased or otherwise acquired by the Company and held as treasury shares will no longer be deemed "outstanding" from and after the date of acquisition.
Preemptive Rights
The Common Stock does not carry any preemptive rights enabling a holder thereof to subscribe for or receive shares of any class of stock of the Company or any securities convertible into shares of any class of stock of the Company.
Preferred Stock
Pursuant to the Company’s certificate of incorporation, the Company’s board of directors has the authority, without further action by the stockholders, to issue from time to time up to 1,000,000 shares of Preferred Stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges and restrictions of the Preferred Stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting any series or the designation of any series. The issuance of Preferred Stock could have the effect of limiting dividends on the Class A Common Stock and Class B Common Stock, diluting the voting power of the Class A Common Stock, impairing the liquidation rights of the Class A Common Stock and Class B Common Stock or delaying, deterring or preventing a change in control. Such issuance could have the effect of decreasing the market price of the Class A Common Stock and Class B Common Stock.
Anti-takeover Effects of our Certificate of Incorporation and Bylaws and New Jersey Law
The Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of the Company. These provisions and certain provisions of New Jersey law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of the Company to negotiate first with the Company’s board of directors. The Company believes that the benefits of increased protection of its potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire the Company.
Dual class stock. As described above, the Company’s certificate of incorporation provides for a dual class common stock structure, which provides the holders of the Class A Common Stock (other than those whose right to vote has been suspended) significant influence over all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of the Company or its assets.
Issuance of undesignated preferred stock. As discussed above, the Company’s board of directors has the ability to designate and issue Preferred Stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in the Company’s control or management.
Board classification. The Company’s certificate of incorporation provides that its board of directors is divided into three classes, one class of which is elected each year by the Company’s voting shareholders. The directors in each class serve for a three-year term. The Company’s classified board of directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of the Company because it generally makes it more difficult for shareholders to replace a majority of the directors.
Greater Than Majority Vote. The Company’s certificate of incorporation provides that in addition to any other voting requirement imposed by law, by contract, by the Company’s certificate of incorporation or by the Company’s by-laws, specific greater than majority voting requirements will apply in order to approve certain “Business Combinations” (as defined in the Company’s certificate of incorporation) unless the applicable Business Combination is approved by a majority of the Company’s “Continuing Directors” (as defined in the Company’s certificate of incorporation) or the consideration payable to shareholders in the transaction meets certain stringent requirements. The specific greater than majority voting requirements mandate that (in the absence of such Board approval or satisfaction of the stringent consideration requirements) approval be granted by holders of (i) at least 80% of the shares entitled to vote on the transaction and (ii) at least a majority of the shares entitled to vote on the Business Combination excluding shares held by Related Persons (as defined in the Company’s certificate of incorporation) and their affiliates (with certain variances depending upon whether or not the Business Combination involves a liquidation or dissolution). This provision is intended to encourage potential bidders to negotiate with the Board and its representatives. This provision, and the New Jersey legislation described in the next two paragraphs, may have an anti-takeover effect with respect to transactions that the Company’s board of directors does not approve in advance and may discourage attempts that might result in a premium over the market price for the shares of Common Stock held by the Company’s shareholders.
New Jersey Legislation. Similarly, for public companies incorporated in New Jersey (such as the Company), the New Jersey Business Corporation Act contains mandatory provisions that are designed to encourage potential bidders to negotiate with the board of directors and its representatives in connection with certain business combinations. The New Jersey Business Corporation Act provides that no such companies may engage in any “business combination” (as defined in the New Jersey Business Corporation Act) with any interested stockholder (generally a 10% or greater stockholder) of such companies for a period of five years following such interested stockholder’s stock acquisition date (as defined in the New Jersey Business Corporation Act), unless (x) such business combination is approved by the board of directors of such corporation prior to the interested stockholder’s stock acquisition date or (y) the transaction or series of transactions that caused the interested stockholder to become an interested stockholder is approved by the board of directors of the corporation prior to that stockholder’s stock acquisition date and a subsequent business combination is approved by (i) directors who are independent of the interested stockholder and (ii) holders of a majority of the voting shares (excluding the shares owned by the interested stockholder).
In addition, no such company may engage, after the five year period, in any business combination with any interested stockholder of such corporation other than: (i) a business combination approved by the board of directors prior to that stockholder’s stock acquisition date, (ii) a business combination approved by the affirmative vote of the holders of two-thirds of the voting stock not beneficially owned by such interested stockholder, (iii) a business combination in which the interested stockholder pays a formula price designed to ensure that all other shareholders receive at least the highest price per share paid by such interested stockholder or (iv) a business combination that is approved by (a) directors who are independent of the interested stockholder and (b) holders of a majority of the voting shares (excluding the shares owned by the interested stockholder) if the transaction or series of related transactions that caused the interested stockholder to become an interested stockholder was approved by the board of directors of such company prior to the consummation of such transaction or series of related transactions.
Limits on ability of stockholders to call a special meeting. Subject to provisions of New Jersey law that permit holders of at least 10% of the Class A Common Stock to petition a New Jersey court to order a special meeting of shareholders for good cause shown, the Company’s bylaws provide that special meetings of the stockholders may be called only by the president or a majority of the board of directors. This provision may delay the ability of the Company’s shareholders to force consideration of a proposal or for holders controlling a majority of the Class a Common Stock to take any action.
Requirements for advance notification of shareholder nominations and proposals. The Company’s bylaws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors at the Company’s annual meeting of shareholders, other than nominations made by or at the direction of the Company’s board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of the Company.
Election and removal of directors. Under the Company’s certificate of incorporation, newly created directorships on the board of directors may be filled only by the affirmative vote of three quarters of the directors then serving on the board of directors. Under the Company’s certificate of incorporation, directors may be removed by shareholders only for cause and only with the approval of holders of two-thirds of the shares entitled to vote on removal.
The provisions of New Jersey law and the provisions of the Company’s certificate of incorporation and bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of the Common Stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in the Company’s management. It is also possible that these provisions could make it more difficult to accomplish transactions that shareholders might otherwise deem to be in their best interests.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/10/23 | SC 13G | ||
| 3/1/23 | 4 | |||
| For Period end: | 12/31/22 | |||
| 6/9/98 | ||||
| 5/1/98 | ||||
| 2/1/96 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 Bel Fuse Inc./NJ 10-K 12/31/23 123:12M RDG Filings/FA 5/10/23 Bel Fuse Inc./NJ S-3 6:1.4M RDG Filings/FA 5/05/23 Bel Fuse Inc./NJ 10-Q 3/31/23 75:5.8M RDG Filings/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/04/22 Bel Fuse Inc./NJ 10-Q 9/30/22 80:7.1M RDG Filings/FA 5/06/22 Bel Fuse Inc./NJ 10-Q 3/31/22 79:5.4M RDG Filings/FA 3/14/22 Bel Fuse Inc./NJ 10-K 12/31/21 117:11M RDG Filings/FA 12/10/21 Bel Fuse Inc./NJ 8-K:2,9 12/06/21 15:1.2M RDG Filings/FA 6/12/20 Bel Fuse Inc./NJ 8-K:5,9 6/10/20 2:183K RDG Filings/FA 4/02/20 Bel Fuse Inc./NJ 8-K:5,9 3/27/20 2:81K RDG Filings/FA 4/15/11 Bel Fuse Inc./NJ DEF 14A 5/17/11 1:600K 4/23/07 Bel Fuse Inc./NJ 8-K:5,9 4/17/07 2:185K Toppan Merrill/FA 3/29/00 Bel Fuse Inc./NJ 10-K 12/31/99 5:94K Scott Printing Co… 01/FA 8/11/98 Bel Fuse Inc./NJ 10-Q 6/30/98 3:74K Scott Printing Co… 01/FA |