UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (AMENDMENT NO. 1)*
(Name
of
issuer)
Common
Stock, $0.001 par value per share
(Title
of
class of securities)
(CUSIP
number)
Colin
W. Dunn, Vice President
Bel
Fuse Inc.
206
Van Vorst Street
Jersey
City, New Jersey 07302
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule l3G to report
the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
1.
Name
of
Reporting Person:
Bel
Fuse Inc.
2.
Check
the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
4.
Citizenship
or Place of Organization: WC
5.
Check if Disclosure of legal Proceedings is Required Pursuant to Items 2(d)
or
2(e): o
6.
Citizenship or Place of Organization: New Jersey
|
Number
of Shares
|
7. |
Sole
Voting Power |
0 |
|
|
|
|
|
Beneficially Owned
|
|
|
|
|
8. |
Shared
Voting Power |
4,370,052* |
|
|
|
|
|
|
|
|
|
Reporting
|
9. |
Sole
Dispositive Power |
0 |
|
|
|
|
|
Person
|
|
|
|
|
10. |
Shared
Dispositive Power |
4,370,052* |
|
With:
|
|
|
11.
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,370,052*
12.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13. Percent of Class Represented by Amount in Row (11): 5.0%
14.
Type
of
Reporting Person (See Instructions): CO
*
As of
March 10, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”), held
4,370,052 shares of common stock of Power One, Inc. (the “Company”) Bel Ventures
is a wholly-owned subsidiary of Bel Fuse Inc., a New Jersey corporation (“Bel”).
Bel shares voting and dispositive power over all securities of the Company
held
by Bel Ventures.
1.
Name
of
Reporting Person:
Bel
Ventures Inc.
2.
Check
the
Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
4.
Citizenship
or Place of Organization: WC
5.
Check if Disclosure of legal Proceedings is Required Pursuant to Items
2(d) or
2(e): o
6.
Citizenship or Place of Organization: New Jersey
|
Number
of Shares
|
7. |
Sole
Voting Power |
0 |
|
|
|
|
|
Beneficially Owned
|
|
|
|
|
8. |
Shared
Voting Power |
4,370,052* |
|
|
|
|
|
|
|
|
|
Reporting
|
9. |
Sole
Dispositive Power |
0 |
|
|
|
|
|
Person
|
|
|
|
|
10. |
Shared
Dispositive Power |
4,370,052* |
|
With:
|
|
|
11.
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,370,052*
12.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13. Percent of Class Represented by Amount in Row (11): 5.0%
14.
Type
of
Reporting Person (See Instructions): CO
*
As of
March 10, 2008, Bel Ventures Inc., a Delaware corporation (“Bel Ventures”), held
4,370,052 shares of common stock of Power One, Inc. (the “Company”) Bel Ventures
is a wholly-owned subsidiary of Bel Fuse Inc., a New Jersey corporation
(“Bel
Fuse”). Bel Fuse shares voting and dispositive power over all securities of
the
Company held by Bel Ventures.
This
Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D
(the “Schedule 13D”) filed with the Securities and Exchange Commission by Bel
Fuse Inc. (“Bel”) and its Bel Ventures Inc. subsidiary ("Bel Ventures") on
February 25, 2008. Except as specifically provided herein, this Amendment
No. 1
does not modify any of the information previously reported in the Schedule
13D.
Item
4. Purpose of Transaction.
As
previously disclosed by Bel and Bel Ventures in the Schedule 13D,
representatives of Bel have sought to arrange a meeting between senior
management of Bel and senior management of Power-One, Inc. ("Power-One")
to
discuss how Bel and Power-One might work together for the benefit of both
companies. On
March 10, 2008, Bel sent a letter to the Chairman of the Board and Chief
Executive Officer of Power-One, expressing its view that a business combination
between Bel and Power-One would
enable both entities to best serve their respective customers, shareholders
and
employees.
In that letter, Bel reiterated its request for a meeting with Power-One.
Bel
Ventures continues to own directly, and Bel Fuse continues to own beneficially,
4,370,052
shares
of Power-One's common stock.
Item
7. Material to Be Filed as Exhibits.
The
following documents are filed as exhibits to this Amendment No. 1:
1.
Letter, dated March 10, 2008, from Bel Fuse Inc. to the Chairman of the
Board
and the Chief Executive Officer of Power-One, Inc.
2.
Joint
Filing Agreement, dated March 12, 2008, by and between Bel Fuse Inc. and
Bel
Ventures Inc.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and correct.
March
12,
2008
BEL
FUSE INC.
By:
/s/
Daniel Bernstein
Name: Daniel
Bernstein
Title: President
BEL
VENTURES INC.
By:
/s/
Daniel Bernstein
Name: Daniel
Bernstein
Title: President
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).