05/13/2026 | Press release | Distributed by Public on 05/13/2026 07:51
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.
| * | To be filed by amendment. |
| ** | Previously filed. |
1
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 | ||||
| * | Director | May 13, 2026 | ||
| Mark Segall | ||||
| * | Director | May 13, 2026 | ||
| Eric Nowling | ||||
| * | Director | May 13, 2026 | ||
| Vincent Vellucci | ||||
| * | Director | May 13, 2026 | ||
| Rita V. Smith | ||||
| * | Director | May 13, 2026 | ||
| Jacquelline Brito |
| * By: | /s/ Lynn Hutkin | |
| Lynn Hutkin | ||
| Attorney-in-fact |
2