defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by
the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
PULSE ELECTRONICS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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May 4, 2011
Dear Pulse Shareholder:
As you know, the Pulse Electronics board and management team are working diligently to execute our
strategic plan to enhance shareholder value, including improving Pulses wireless business,
lowering operating expenses, optimizing manufacturing efficiencies, implementing a new enterprise
resource planning system, and building on our technology leadership.
Yesterday, in addition to announcing first quarter 2011 financial results that were in-line with
our expectations, we provided a detailed update on the strong progress were making on our
strategic plan. I want to take this opportunity to share some of the highlights.
STRONG PROGRESS ON OUR PLAN TO INCREASE SHAREHOLDER VALUE
During the first quarter, we were particularly focused on the cost and expense reduction aspect of
our plan and took significant actions, which will result in $6.6 million of expected annual
savings:
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Expected |
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Annual Savings |
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ü The consolidation of
our corporate
headquarters into our U.S.
operational headquarters in San
Diego is progressing faster and
will yield $0.5 million more than
originally forecasted.
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$1.5 million |
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ü We closed two of
our higher-cost factories in China
bringing our total number of
factories from 10 to 8.
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$2.5 million |
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ü We eliminated
product lines in our audio
business, as we determined our
speaker and receiver business was
not large enough to stand on its
own.
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$1.4 million |
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ü We reduced the
number of our organization layers
and support positions.
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$1.2 million |
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Total Annual Savings
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$6.6 million |
We expect the savings benefit of these improvements to begin in the second quarter of 2011 and take
full effect in the third quarter of 2011. These are significant, real savings that will contribute
to our efforts to increase profitability. In total, we expect to lower our operating expenses by
at least three percentage points of sales, or approximately $12 million, over the next 12 to 18
months. We are identifying additional opportunities to reduce costs and operating expenses and
increase manufacturing efficiencies, including closing additional manufacturing facilities, and
increasing automation. We are pleased with our progress to-date and are continuing to act with
urgency.
At our Annual Meeting of Shareholders scheduled for May 18, 2011, you have the opportunity to
decide whether your board and management team can continue to execute this comprehensive
plan to enhance shareholder value at Pulse, or if the Companys bright future will be diverted by
the self-serving agenda of one of Pulses direct competitors, Bel Fuse Inc.
DONT BE MISLED BY BEL FUSES UNCERTAIN PROPOSAL
AND RELATED NOMINATIONS
As you know, Bel Fuse is trying to put its hand-picked nominees on your companys board, which we
believe is an attempt to seize creeping control of Pulse without fairly compensating you. In fact,
the Bel Fuse proposal that it is trying to advance through its nominations is so uncertain that it
appears to be illusory. Consider the following:
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Bel Fuse has not demonstrated committed financing, nor the ability to secure
adequate financing; |
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Bel Fuse has provided no details on the mix of cash and non-voting Bel Fuse
stock it is offering; |
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Bel Fuse has not launched a tender offer; and |
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Bel Fuse has not retained an investment bank to advise on its proposal. |
We do not believe that Bel Fuses illusory proposal warrants putting Bel Fuses hand-picked
nominees on your board. It is also important to remember that Bel Fuse is a direct competitor to
Pulse, which we believe raises serious questions about the risks of having its nominees on Pulses
board. First, given board members have access to a companys proprietary intellectual property and
most confidential and competitive information, it is extremely unusual for a company to have
directors on its board who were nominated by a direct competitor. Second, a boards
responsibilities include working to enhance the companys performance and value. This usually
involves growing market share a goal that a direct competitor typically wants to thwart, not
support.
PROTECT THE VALUE OF YOUR INVESTMENT VOTE THE WHITE CARD
FOR ALL OF PULSES DIRECTOR NOMINEES TODAY
Pulses board unanimously recommends that you vote FOR ALL the highly qualified director
candidates nominated by the Company TODAY on the enclosed WHITE proxy card by telephone, Internet
or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope.
We also urge you to discard any gold proxy card sent to you by Bel Fuse. Even a withhold vote
for Bel Fuses nominees on Bel Fuses proxy card will cancel any previous proxy submitted by you
that voted FOR ALL the Companys nominees.
Thank you for your continued support of our efforts to build shareholder value at Pulse.
Sincerely,
Ralph Faison
Chairman, President and Chief Executive Officer
Pulse Electronics Corporation
Your Vote Is Important, No Matter How Many Shares You Own.
If you have questions about how to vote your shares on the WHITE proxy card,
or need additional assistance, please contact the firm
assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
IMPORTANT
We urge you NOT to sign any Gold proxy card sent to you by Bel Fuse.
Safe Harbor
This document contains statements that are forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These
forward-looking statements are based on the Companys current information and expectations. There
can be no assurance the forward-looking statements will be achieved. Actual results may differ
materially due to the risk factors listed from time to time in the Companys SEC reports including,
but not limited to, those discussed in the Companys Form 10-K for the year ended December 31, 2010
in Item 1a under the caption Factors That May Affect Our Future Results (Cautionary Statements for
Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995).
All such risk factors are incorporated herein by reference as though set forth in full. The Company
undertakes no obligation to update any forward looking statement.