Unassociated Document
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): April 17, 2007
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
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New
Jersey
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0-11676
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22-1463699
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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206
Van Vorst Street, Jersey City, New Jersey
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07302
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(Address
of principal executive offices)
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(Zip
Code)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Officers;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e)
On
April 17, 2007, the Board of Directors of Bel Fuse Inc. (the “Registrant”)
adopted an amended and restated Supplemental Executive Retirement Plan (“SERP”)
which provides a limited number of the registrant’s key management and highly
compensated associates, including each of its executive officers, with
supplemental retirement and death benefits. Participants in the SERP are
selected by our Compensation Committee based upon recommendations from our
Chief
Executive Officer. The amendments incorporated in the amended and restated
plan
conform its terms to applicable requirements of Section 409A of the Internal
Revenue Code and modify the provisions regarding benefits payable in connection
with a change in control of the Registrant.
As
amended and restated, the SERP provides benefits which vary depending upon
when
and how a participant terminates employment with the Registrant. If a
participant retires on his or her normal retirement date (65 years old, 20
years
of service, and five years of participation in the SERP), his or her normal
retirement benefit under the SERP would be annual payments equal to 40% of
his
or her average base compensation -- using compensation from the highest five
consecutive calendar years of SERP participation -- payable in monthly
installments for the remainder of his or her life. If a participant retires
early (at least 55 years old, 20 years of service, and 5 years of participation
in the SERP), his or her early retirement benefit would be an amount (i)
calculated as if his or her early retirement date were in fact such
participant’s normal retirement date, (ii) multiplied by a fraction, the
numerator being the actual years of service the participant has with us and
the
denominator being the years of service the participant would have had if
he or
she had retired at his or her normal retirement date, and (iii) actuarially
reduced to reflect the early retirement date. If a participant dies prior
to
receiving 120 monthly payments under the SERP, his or her beneficiary is
entitled to continue receiving benefits for the shorter of (i) the time
necessary to complete 120 monthly payments or (ii) 60 months. If a participant
dies while employed by us, his or her beneficiary will receive, as a survivor
benefit, an annual amount equal to (i) 100% of the participant’s annual base
salary at the date of death for one year, and (ii) 50% of the participant’s
annual base salary at the date of death for each of the following four years,
each payable in monthly installments. The SERP also provides for disability
benefits, and a forfeiture of benefits if a participant terminates employment
for reasons other than those contemplated under the SERP.
In
the
event of a “change in control” (as defined in the SERP), each participant who is
employed by the Registrant at the time of the change in control will be entitled
to a normal retirement benefit commencing immediately following termination
of
employment (or in the case of certain participants who are “specified employees”
for purposes of Section 409A of the Internal Revenue Code, six months after
termination of employment). The normal retirement benefit payable under these
circumstances will be the actuarial equivalent of the benefit that would
commence upon the date that the participant would have attained his or her
normal retirement date if he or she had not terminated employment. Further,
each
participant’s average base compensation will be deemed to be equal to his or her
annual base compensation in effect prior to the change in control. If the
Registrant has established a trust to accumulate assets from which to pay
SERP
benefits, then the Registrant will fully fund the trust in connection with
a
change in control in order to ensure that there will be sufficient assets
set
aside to pay all SERP benefits. A “change in control” for purposes of the SERP
includes a merger or consolidation with another corporation whereby the
Registrant’s shareholders do not own a majority of the surviving or successor
entity, an acquisition of 50% or more of the Registrant’s voting securities by
one person or a group of persons acting together, a sale of all or substantially
all of the Registrant’s assets to any person, the Registrant’s dissolution or
liquidation or if the members of the Registrant’s incumbent Board of Directors
(or their successors, if approved by them) cease for any reason to constitute
at
least two-thirds of the members of our Board.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1- Amended and Restated Bel Fuse Supplemental Executive Retirement
Plan
SIGNATURE
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.
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BEL
FUSE
INC. |
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By: |
/s/ Colin
Dunn |
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Name: Colin
Dunn |
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Title:
Vice President of Finance |
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| Dated: April 23, 2007 |
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