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): March 4, 2005
BEL
FUSE INC.
(Exact
Name of Registrant as Specified in its Charter)
|
New
Jersey |
0-11676 |
22-1463699 |
(State
or Other Jurisdiction |
(Commission
File Number) |
(IRS
Employer |
of
Incorporation) |
|
Identification
No.) |
|
206
Van Vorst Street, Jersey City, New Jersey |
07302 |
(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):
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
1.01 Entry
into a Material Definitive Agreement.
On March
4, 2005, the Registrant and its newly formed subsidiary, Bel Westboro Inc.
(“Merger Sub”), entered into an agreement and plan of merger with Galaxy Power
Inc., a Massachusetts corporation (“Galaxy”), a copy of which is attached hereto
as Exhibit 2.1. Subject to the approval of Galaxy's shareholders and the
satisfaction of other conditions, the merger agreement provides for the merger
of the Merger Sub with and into Galaxy. Under the terms of the merger agreement,
Galaxy will become a wholly-owned subsidiary of the Registrant and the
shareholders of Galaxy Power Inc. will receive aggregate merger proceeds of
$18,000,000 (subject to certain closing adjustments) in cash, of which
$1,750,000 will be retained in escrow to address potential post-closing
indemnification issues. Galaxy’s vested options and warrants will be cashed out
at the effective time of the merger and all unvested options and warrants will
be cancelled as of the effective time of the merger. The Registrant will account
for the merger under the purchase method of accounting.
Shareholders
of Galaxy owning in excess of two-thirds of the outstanding common stock of
Galaxy have entered into a voting agreement pursuant to which they have agreed
to vote their shares of Galaxy common stock in favor of the merger.
The
Registrant has issued a press release describing the execution and delivery of
the agreement and plan of merger.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
2.1- Agreement and Plan of Merger dated as of March 4, 2005 by and among Bel
Fuse Inc., Bel Westboro Inc. and Galaxy Power Inc.
Exhibit
99.1- Press release dated March 4, 2005
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.
| |
|
|
| |
BEL FUSE
INC. |
|
|
|
|
By: |
/s/ Colin Dunn |
| |
Name: Colin
Dunn |
| |
Title: Vice President of
Finance |
Dated:
March 7, 2005
EXHIBIT
INDEX
Exhibit
2.1- Agreement and Plan of Merger dated as of March 4, 2005 by and among Bel
Fuse Inc., Bel Westboro Inc. and Galaxy Power Inc.
Exhibit
99.1- Press release dated March 4, 2005