-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Iseeu9mogKFb3lEdv+JYiBABxE/QYbWZotNuDURu0E5Rt6XjcH6nWs4Kwmc8EICp FCEuYodPKZwxkOROr4QSig== 0000950150-95-000442.txt : 19950620 0000950150-95-000442.hdr.sgml : 19950620 ACCESSION NUMBER: 0000950150-95-000442 CONFORMED SUBMISSION TYPE: 8-B12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950619 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 954530889 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-B12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 95547873 BUSINESS ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 BUSINESS PHONE: 3108262355 MAIL ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 8-B12B/A 1 FORM 8-B/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________ FORM 8-B/A FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CALIFORNIA BELL INDUSTRIES, INC. (NAME WILL BE CHANGED TO BELL INDUSTRIES, INC.) ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) California 95-4530889 - -------------------------------------------------------------- ------------------- (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 11812 San Vicente Blvd., Los Angeles, CA 90049-5069 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock New York and Pacific Stock Exchanges
Securities to be registered pursuant to Section 12(g) of the Act: NONE - ---------------------------------------------------------------- (Title of Class) NONE - ---------------------------------------------------------------- (Title of Class) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. GENERAL INFORMATION. (a) Registrant was incorporated, as a corporation, under the laws of the State of California on May 10, 1995. (b) Registrant's fiscal year ends on December 31st. ITEM 2. TRANSACTION OF SUCCESSION. (a) Bell Industries, Inc., a Delaware corporation. (b) On May 9, 1995, the shareholders of Bell Industries, Inc., a Delaware corporation ("Delaware Bell"), approved changing the jurisdiction of its incorporation from Delaware to California. The reincorporation is to be accomplished by merging Delaware Bell with and into registrant with the name of the registrant to be changed to "Bell Industries, Inc." upon effectiveness of the merger. It is anticipated that the merger will become effective on June 30, 1995. Approval of the shareholders of Delaware Bell was solicited pursuant to Regulation 14A. The shares of common stock of Delaware Bell are listed on the New York and Pacific Stock Exchanges and it is expected that the shares of registrant will also be so listed. In the merger, each outstanding share of Delaware Bell's common stock will be converted by operation of law into a share of common stock of registrant. Further all outstanding stock options and warrants of Delaware Bell will become equivalent stock options and warrants of registrant. ITEM 3. SECURITIES TO BE REGISTERED. As of March 17, 1995 (the record date for determining shareholders entitled to vote on the reincorporation), there were issued and outstanding 6,498,105 shares of Delaware Bell's common stock. Registrant has 10,000,000 shares of common stock authorized and, upon the effectiveness of the merger of Delaware Bell, will have approximately 6,823,010 shares outstanding (gives effect to a 5% stock dividend declared by Delaware Bell payable June 7, 1995 to its stockholders of record on May 26, 1995). Currently, there are one hundred shares outstanding which are owned by Delaware Bell. Registrant will have no shares of its common stock owned by it. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Holders of shares of common stock are entitled to one vote per share on all matters to be voted on by the shareholders, except that holders are entitled to cumulate their votes in the election of directors upon the giving of notice by any shareholder to registrant prior to the vote. Holders of common -2- 3 stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, from funds legally available therefor and subject to the prior dividend rights of holders of any outstanding preferred stock. Holders of shares of common stock have no preemptive rights and are not liable for further calls or assessments. Registrant's Articles of Incorporation prohibits business combinations between registrant and a person who owns 20% or more of the voting stock of registrant (an "interested shareholders"), unless the business combination is approved by 75% of the voting stock, and the majority of the voting stock other than the voting stock of which the interested shareholder is a beneficial owner. This prohibition does not apply if the business combination is approved by registrant's Board of Directors prior to the person becoming an interested shareholder, or, if a majority of the outstanding shares of stock of the interested shareholder is owned by registrant. ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. As the capital structure and balance sheet of registrant after the merger will be essentially the same as Delaware Bell, its predecessor, no financial statements are being filed. (b) Exhibits. 2.1 Agreement of Merger dated May 9, 1995 between Bell Industries, Inc. and California Bell Industries, Inc. (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 3.1 Form of Restated Articles of Incorporation of registrant (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 3.2 Form of Restated By-laws of registrant (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 4.2 The Note Purchase Agreement dated February 1, 1991 among Bell* and Insurance Companies named therein providing for the issuance of Bell's $50,000,000 of 9.7% Senior Notes due February 1, 2001 is incorporated by reference to Exhibit 4.b of the Form 10-K dated June 30, 1991. 4.3 The First Amendment Agreement, including as exhibits thereto, the Collateral Trust Indenture and Security Agreement, dated June 1, 1992, among Bell* and Insurance Companies named therein providing for certain amendments to the Note Purchase __________________________________ *Bell Industries, Inc. (Commission File No. 1-7899), the predecessor of Registrant. -3- 4 Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.c of the Form 10-K dated June 30, 1992. 4.4 The Second Amendment Agreement dated September 15, 1993, among Bell* and Insurance Companies named therein providing for certain amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.d of the Form 10-K dated June 30, 1993. 4.5 Warrant Agreement dated September 15, 1993 including Form of Warrant Certificate issued to the named Insurance Companies included in the Note Purchase Agreement dated February 1, 1991, as amended, is incorporated by reference to Exhibit 4.e of the Form 10-K dated June 30, 1993. 4.6 Amendment Agreement dated March 29, 1994, between Bell* and the Security Trustee named therein providing for certain amendments to the Collateral Trust Indenture and Security Agreement included with the First Amendment Agreement dated June 1, 1992, is incorporated by reference to Exhibit 4.f of the Form 10-K dated June 30, 1994. 4.7 Letter Agreement dated May 17, 1994, among Bell* and Insurance Companies named therein providing for certain amendments to the Warrant Agreement dated September 15, 1993, is incorporated by reference to Exhibit 4.g of the Form 10-K dated June 30, 1994. 10.1 The Employment and Deferred Compensation Agreements dated January 1, 1979 and the Amendment thereto dated August 6, 1979 concerning certain officers of Registrant are incorporated by reference to Exhibits 9A, 9C and 9D to Amendment number 1 to Registrant's Form 8-B dated November 19, 1979. 10.2 The 1990 Stock Option and Incentive Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993. 10.3 The 1993 Employee's Stock Purchase Plan is incorporated by reference to Exhibit A of Bell's* definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993. 10.4 The Amendment to Employment and Deferred Compensation Agreement dated September 14, 1994 is incorporated by reference to Exhibit (10) of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994. 10.5 The Bell Industries, Inc. Directors' Retirement Plan for Non-employees is incorporated by reference to Exhibit (99) of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994. -4- 5 10.6 The 1994 Stock Option Plan is incorporated by reference to Exhibit A of Bell's* definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held on November 1, 1994. 10.7 Revised Employment and Deferred Compensation Agreement dated February 15, 1995 between Bell* and Bruce M. Jaffe (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 10.8 Revised Employment and Deferred Compensation Agreement dated February 15, 1995 between Bell* and Paul F. Doucette (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 10.9 Form of Severance Agreement between Bell* and its executive officers, other than Messrs. Williams, Jaffe and Doucette (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 10.10 Form of Indemnity Agreement between Bell* and its executive officers and directors (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 21. Subsidiaries of Bell* (will become subsidiaries of registrant upon effectiveness of the merger) is incorporated by reference to Exhibit 22 to Bell* Form 10-K for the fiscal year ended June 30, 1994. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: June 15, 1995 CALIFORNIA BELL INDUSTRIES, INC. By: s/ -------------------------------------- (John J. Cost, Secretary) -5- 6 EXHIBIT INDEX
Exhibits Page - -------- ---- 2.1 Agreement of Merger dated May 9, 1995 between Bell Industries, Inc. and California Bell Industries, Inc. (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 3.1 Form of Restated Articles of Incorporation of registrant (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 3.2 Form of Restated By-laws of registrant (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 4.2 The Note Purchase Agreement dated February 1, 1991 among Bell** and Insurance Companies named therein providing for the issuance of Bell's $50,000,000 of 9.7% Senior Notes due February 1, 2001 is incorporated by reference to Exhibit 4.b of the Form 10-K dated June 30, 1991. 4.3 The First Amendment Agreement, including as exhibits thereto, the Collateral Trust Indenture and Security Agreement, dated June 1, 1992, among Bell* and Insurance Companies named therein providing for certain amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.c of the Form 10-K dated June 30, 1992. 4.4 The Second Amendment Agreement dated September 15, 1993, among Bell* and Insurance Companies named therein providing for certain amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.d of the Form 10-K dated June 30, 1993. 4.5 Warrant Agreement dated September 15, 1993 including Form of Warrant Certificate issued to the named Insurance Companies included in the Note Purchase Agreement dated February 1, 1991, as amended, is incorporated by reference to Exhibit 4.e of the Form 10-K dated June 30, 1993.
__________________________________ **Bell Industries, Inc. (Commission File No. 1-7899), the predecessor of Registrant. -6- 7
Exhibits Page - -------- ---- 4.6 Amendment Agreement dated March 29, 1994, between Bell* and the Security Trustee named therein providing for certain amendments to the Collateral Trust Indenture and Security Agreement included with the First Amendment Agreement dated June 1, 1992, is incorporated by reference to Exhibit 4.f of the Form 10-K dated June 30, 1994. 4.7 Letter Agreement dated May 17, 1994, among Bell* and Insurance Companies named therein providing for certain amendments to the Warrant Agreement dated September 15, 1993, is incorporated by reference to Exhibit 4.g of the Form 10-K dated June 30, 1994. 10.1 The Employment and Deferred Compensation Agreements dated January 1, 1979 and the Amendment thereto dated August 6, 1979 concerning certain officers of Registrant are incorporated by reference to Exhibits 9A, 9C and 9D to Amendment number 1 to Registrant's Form 8-B dated November 19, 1979. 10.2 The 1990 Stock Option and Incentive Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993. 10.3 The 1993 Employee's Stock Purchase Plan is incorporated by reference to Exhibit A of Bell's* definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993. 10.4 The Amendment to Employment and Deferred Compensation Agreement dated September 14, 1994 is incorporated by reference to Exhibit (10) of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994. 10.5 The Bell Industries, Inc. Directors' Retirement Plan for Non-employees is incorporated by reference to Exhibit (99) of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994.
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Exhibits Page - -------- ---- 10.6 The 1994 Stock Option Plan is incorporated by reference to Exhibit A of Bell's* definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held on November 1, 1994. 10.7 Revised Employment and Deferred Compensation Agreement dated February 15, 1995 between Bell* and Bruce M. Jaffe (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 10.8 Revised Employment and Deferred Compensation Agreement dated February 15, 1995 between Bell* and Paul F. Doucette (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 10.9 Form of Severance Agreement between Bell* and its executive officers, other than Messrs. Williams, Jaffe and Doucette (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 10.10 Form of Indemnity Agreement between Bell* and its executive officers and directors (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B). 21. Subsidiaries of Bell* incorporated by reference to Exhibit 22 of Bell* Form 10-K for the fiscal year ended June 30, 1994 (will become subsidiaries of registrant upon effectiveness of the merger).
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