8-K

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):  July 27, 2022

BEL FUSE INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey	000-11676	22-1463699
(State of  incorporation)	(Commission File Number)	(I.R.S. Employer 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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)	BELFA	Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)	BELFB	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2022, Raymond Cheung, the Vice President Asia Operations of Bel Fuse Inc. (“Bel” or the “Company”), notified the Company’s board of directors that he will be retiring from his position with the Company effective as of January 1, 2023.  Mr. Cheung originally joined the Company in 1990 and has served as Vice President Asia Operations since 2007.

Kenneth Lai, who has senior management responsibility over the Company's TRP Changping and Bel Power Solutions Gongming China operations, has been appointed to succeed Mr. Cheung as Vice President Asia Operations effective as of January 1, 2023.  Mr. Cheung has agreed to assist in transitioning his role and duties to Mr. Lai during the five-month transition period preceding Mr. Cheung’s retirement date.

Mr. Lai, age 49, originally joined Bel as General Manager of Bel’s TRP facility in connection with the Company’s acquisition of TRP in March 2013 and was subsequently promoted into the same role at Bel’s Power Solutions facility in Gongming. Prior to Bel’s acquisition of TRP, Mr. Lai held various positions of increasing responsibility under TE Connectivity including R&D Manager, Operations Manager, Operations Director and Deputy General Manager, leading up to his appointment as General Manager in 2010. Mr. Lai earned his Bachelor’s degree in Engineering Physics from Hong Kong Polytechnic University, completed a mini-EMBA program by Hong Kong University of Science and Technology, and was a graduate of Bel’s Leadership program in 2020.

In connection with his promotion, Mr. Lai and the Company entered into an offer letter on July 27, 2022, setting forth the terms of Mr. Lai’s employment in his new role commencing in January 2023.  The offer letter provides for (i) a base annual salary of $225,000, (ii) certain additional compensation and benefits (including company-provided auto, housing allowance, medical insurance, benefit plan contributions and PRC tax remittances) estimated at $125,795 additional annual compensation, (iii) a restricted stock award covering 10,000 shares of the Company’s Class B common stock to be awarded in November 2022, and (iv) eligibility for a year-end discretionary bonus to be determined by performance of the Company as a whole in accordance with the Company’s bonus plan.

A copy of the Company’s press release announcing the transition described above is filed as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1   Press Release of Bel Fuse Inc. dated August 1, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: August 1, 2022	BEL FUSE INC.
	(Registrant)
By:	/s/Daniel Bernstein
	Daniel Bernstein
	President and Chief Executive Officer

EXHIBIT INDEX

  Exhibit No.   Description

99.1	Press release issued by the Company, dated August 1, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE	Bel Fuse Inc. 206 Van Vorst Street Jersey City,  NJ 07302 www.belfuse.com tel 201.432.0463 fax 201.432.9542
Investor Contact: Three Part Advisors Jean Marie Young, Managing Director or Steven Hooser, Partner 631-418-4339			Company Contact: Farouq Tuweiq   Chief Financial Officer   ir@belf.com

Bel Announces Retirements of Raymond Cheung, VP of Asia Operations,

and Mr. YK Tso, Zhongshan Operations Director;

Kenneth Lai Named Successor for VP of Asia Operations

JERSEY CITY, NJ, Monday, August 1, 2022 -- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) today announced that Raymond Cheung will retire from the Company effective January 1, 2023 after 31 years of service, having served in the role of Vice President of Asia Operations since 2007. Further, Mr. YK Tso, Operations Director of Bel’s facility in Zhongshan, China, will also be retiring from the Company effective January 1, 2023. Kenneth Lai, who has senior management responsibility over our TRP Changping and Bel Power Solutions Gongming China operations, has been named to succeed Mr. Cheung as Vice President of Asia Operations, also effective January 1, 2023.

Daniel Bernstein, President and CEO, said, “We greatly appreciate Raymond’s hard work, dedication and commitment to Bel for the past three decades. Under Raymond’s leadership, our Bel Asia business has successfully grown into one of the most stable and reliable companies in the electronics industry. Raymond has been instrumental in building long-term customer relationships and establishing solid alliances with Bel’s partners across the many Asian countries.

“Mr. Tso joined Bel in 1973 as an assistant foreman for Bel’s delay line manufacturing and has been the Operations Director managing Bel’s largest manufacturing operations since 1996. One of the longest tenured associates at Bel, we all are very proud of Mr. Tso’s accomplishments from moving factories, to managing thousands of associates and oversight of the building and shipping of hundreds of millions of dollars of Bel’s products throughout his 50 years with the organization. Mr. Tso has always been a dependable and reliable manager, sometimes under the most challenging of circumstances.

“Words cannot express the gratitude that we have to Raymond and Mr. Tso for their service and friendship over these many years and we wish them both the best in their retirements and future endeavors. 

“Raymond and I have worked closely with Kenneth over the past several months to plan for a smooth succession and we are excited to have him join the senior executive team. Kenneth’s familiarity with our Asia operations, his expertise in Lean methodology, driving change and a culture of continuous improvement at the operational level, and his leadership qualities will enhance our team’s ability to execute Bel’s future growth objectives and create value for our shareholders,” concluded Mr. Bernstein.

Mr. Lai joined Bel in 2013 during the acquisition of TRP Connector, a division of TE Connectivity, where he worked for over 13 years. Prior to Bel’s acquisition of TRP, Mr. Lai held various positions of increasing responsibility under TE Connectivity including R&D Manager, Operations Manager, Operations Director and Deputy General Manager. With his strong and influential presence, he was ultimately promoted to General Manager of the Changping operations in 2010. Upon Bel’s acquisition of the Power-One business in 2014, Mr. Lai was appointed as General Manager of our Bel Power Solutions Gongming factory and successfully transformed the operation into a world class manufacturing site for power supplies. Mr. Lai earned his Bachelor’s degree in Engineering Physics from Hong Kong Polytechnic University, completed a mini-EMBA program by Hong Kong University of Science and Technology, and was a graduate of Bel’s Leadership program in 2020.

About Bel

Bel (www.belfuse.com) designs, manufactures and markets a broad array of products that power, protect and connect electronic circuits.  These products are primarily used in the networking, telecommunications, computing, high-speed data transmission, military, commercial aerospace, transportation and e-Mobility industries.  Bel’s portfolio of products also finds application in the automotive, medical, broadcasting and consumer electronics markets. Bel's product groups include Magnetic Solutions (integrated connector modules, power transformers, power inductors and discrete components), Power Solutions and Protection (front-end, board-mount and industrial power products, module products and circuit protection), and Connectivity Solutions (expanded beam fiber optic, copper-based, RF and RJ connectors and cable assemblies).  The Company operates facilities around the world.

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XML

Document And Entity Information	Jul. 27, 2022
Document Information [Line Items]
Entity, Registrant Name	BELFUSE INC /NJ
Document, Type	8-K
Document, Period End Date	Jul. 27, 2022
Entity, Incorporation, State or Country Code	NJ
Entity, File Number	000-11676
Entity, Tax Identification Number	22-1463699
Entity, Address, Address Line One	206 Van Vorst Street
Entity, Address, City or Town	Jersey City
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07302
City Area Code	201
Local Phone Number	432-0463
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000729580
ClassACommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	BELFA
Security Exchange Name	NASDAQ
ClassBCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B Common Stock
Trading Symbol	BELFB
Security Exchange Name	NASDAQ