As filed with the
Securities and Exchange Commission on May 13, 2026.
Registration No. 333-295813
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bel
Fuse Inc.
(Exact name of Registrant as specified in its
charter)
| New Jersey |
|
22-1463699 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
300 Executive Drive, Suite 300,
West Orange, New Jersey 07052
+1 201-432-0463
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Farouq Tuweiq
President and Chief Executive Officer
Bel Fuse Inc.
300 Executive Drive, Suite 300,
West Orange, New Jersey 07052
+1 201-432-0463
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
with
copies to:
Adam Johnson
Kimberly Petillo-Decossard
Scott Levi
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Telephone: +1 212-819-8200
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer |
☒ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Amendment No.
1 to the Registration Statement on Form S-3 (File No. 333-295813) is being filed solely for the purpose of filing certain exhibits. Accordingly,
this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the
signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has
therefore been omitted.
Item 16.
List of Exhibits.
| Exhibit
No. |
|
Description |
| 3.1** |
|
(i) Restated
Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1998 filed on August 11, 1998 and (ii)
the
Certificate of Amendment to the Company’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.2
of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed on March 29, 2000. |
| |
|
|
| 3.2** |
|
Amended
and Restated By-Laws of Bel Fuse Inc. (Adopted October 25, 2023), are incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed on October 25, 2023. |
| |
|
|
| 4.1** |
|
Description
of Registrant’s Securities, is incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2024, filed on February 28, 2025. |
| |
|
|
| 4.2* |
|
Form of common stock certificate. |
| |
|
|
| 4.3 |
|
Form of Indenture. |
| |
|
|
| 4.4* |
|
Form of Debt Security. |
| |
|
|
| 4.5* |
|
Form of Warrant. |
| |
|
|
| 4.6* |
|
Form of Warrant Agreement |
| |
|
|
| 4.7* |
|
Form of Certificate of Designations of Preferred Stock. |
| |
|
|
| 4.8* |
|
Form of Preferred Stock Certificate. |
| |
|
|
| 4.9* |
|
Form of Unit. |
| |
|
|
| 4.10* |
|
Form of Unit Agreement. |
| |
|
|
| 4.11* |
|
Form of Deposit Agreement. |
| |
|
|
| 5.1 |
|
Opinion of Lowenstein Sandler LLP |
| |
|
|
| 5.2 |
|
Opinion of White & Case LLP |
| |
|
|
| 23.1** |
|
Consent
of Independent Registered Public Accounting Firm (Grant Thornton LLP). |
| |
|
|
| 23.2 |
|
Consent of Lowenstein Sandler LLP (included in exhibit 5.1) |
| |
|
|
| 23.3 |
|
Consent of White & Case LLP (included in exhibit 5.2) |
| |
|
|
| 24.1** |
|
Power
of attorney (included on the signature page). |
| |
|
|
| 107 |
|
Filing Fee Table. |
| * | To be filed by amendment. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Orange, State of New Jersey, on May 13, 2026.
| |
BEL FUSE INC. |
| |
|
|
| |
By: |
/s/ Farouq Tuweiq |
| |
|
Farouq Tuweiq |
| |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated below.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Farouq Tuweiq |
|
President, Chief Executive
Officer |
|
May 13, 2026 |
| Farouq Tuweiq |
|
(Principal Executive
Officer) |
|
|
| |
|
|
|
|
| /s/
Lynn Hutkin |
|
Chief Financial Officer
and Treasurer |
|
May 13, 2026 |
| Lynn Hutkin |
|
(Principal Financial
Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Chairman of the Board
of Directors |
|
May 13, 2026 |
| Daniel Bernstein |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 13, 2026 |
| Peter Gilbert |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
May 13, 2026 |
| David Valletta |
|
|
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|
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|
|
|
|
| * |
|
Director |
|
May 13, 2026 |
| Mark Segall |
|
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|
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|
|
|
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| * |
|
Director |
|
May 13, 2026 |
| Eric Nowling |
|
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|
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|
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| * |
|
Director |
|
May 13, 2026 |
| Vincent Vellucci |
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| * |
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Director |
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May 13, 2026 |
| Rita V. Smith |
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| * |
|
Director |
|
May 13, 2026 |
| Jacquelline Brito |
|
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| * By: |
/s/ Lynn Hutkin |
|
| |
Lynn Hutkin |
|
| |
Attorney-in-fact |
|
