-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Re6H0iq3KO1r+QYrwOuPjIZZdqUcNbSlqIiQhELZ/ruJoFOM/jCaVz8GvKbKoz/a QN6hp3A0upgq52WeUupYAw== 0000950150-97-001147.txt : 19970813 0000950150-97-001147.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950150-97-001147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970812 EFFECTIVENESS DATE: 19970812 SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 954530889 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33433 FILM NUMBER: 97657404 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 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 S-8 1 FORM S-8, DATED AUGUST 8, 1997 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- BELL INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 95-2039211 (State of Incorporation) (I.R.S. Employer Identification Number) 11812 SAN VICENTE BOULEVARD, LOS ANGELES, CALIFORNIA 90049-5069 (Address of Principal Executive Office) NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (FULL TITLE OF THE PLAN) TRACY A. EDWARDS COPY TO: VICE PRESIDENT AND JOHN J. COST, ESQ. CHIEF FINANCIAL OFFICER IRELL & MANELLA LLP BELL INDUSTRIES, INC. 333 SOUTH HOPE STREET 11812 SAN VICENTE BOULEVARD SUITE 3300 LOS ANGELES, CALIFORNIA 90049-5069 LOS ANGELES, CALIFORNIA 90071-3042 (310) 826-2355 (213) 620-1555 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
=========================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock 180,000(2) $17.25 $3,105,000 $931.50 ===========================================================================================================================
(1) Pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act"), estimated solely for the purpose of calculating the registration fee based upon the last sale price of Registrant's Common Stock on the New York Stock Exchange on July 23, 1997. (2) In addition, pursuant to Rule 416 under the Securities Act, this Registration Statement also covers an indeterminate number of shares as may become issuable by reason of the anti-dilution provisions of the plan described herein. PAGE 1 OF 10 PAGES INDEX APPEARS AT PAGE 8 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (d) below are incorporated by reference in this Registration Statement on Form S-8. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. (a) Registrant's Annual Report on Form 10-K for the year ended December 31, 1996; (b) Registrant's Quarterly Report on Form 10-Q for the three month period ended June 30, 1997; (c) Registrant's Proxy Statement with respect to its Annual Meeting of Stockholders held on May 13, 1997; (d) The description of Registrant's Common Stock contained in Registrant's Registration Statement on Form S-4 (Reg. No. 33-65229), filed with the Securities and Exchange Commission on December 21, 1995. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated herein by reference modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code (the "CCL") allows each corporation incorporated thereunder, such as Registrant, the power to indemnify its directors and officers against liabilities for certain of their acts. Section 309(c) of the CCL permits a provision in the articles of incorporation eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Registrant's articles of incorporation contain such a provision. Article Five of Registrant's Bylaws provides that each person who is or was a director or officer of Registrant shall be indemnified by Registrant as a right to the full extent permitted by the CCL. Registrant has also entered into indemnity agreements with its directors and executive officers. These agreements provide for indemnification of such individuals in cases where indemnification might not otherwise be available. Registrant has obtained directors' and officers' liability insurance which protect such directors and officers against certain liabilities which may arise from the performance of their respective duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 4.1 Non-Employee Director Stock Option Plan (incorporated by reference to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995) 4.2 Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Form 8-B dated March 22, 1995, as amended) 4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to Registrant's Form 8-B dated March 22, 1995, as amended) 4.4 Specimen of Registrant's Common Stock Certificate (incorporated by reference to Exhibit 5 to Amendment Number 1 of Registrant's Form 8-B filed January 15, 1980) 5 Opinion of Irell & Manella as to the legality of the shares of Common Stock being registered 23.1 Consent of Independent Accountants 3 4 23.2 Consent of Irell & Manella (included in Exhibit 5) ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 5 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 8th day of August 1997. BELL INDUSTRIES, INC. a California corporation By: /s/Tracy A. Edwards Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tracy A. Edwards and John J. Cost, or either of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including without limitation post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, lawfully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that either of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 6 7 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Theodore Williams Chairman of the Board August 8, 1997 and Chief Executive Officer (principal executive officer) /s/ Tracy A. Edwards Vice President and Chief Financial August 8, 1997 Officer (principal financial and accounting officer) /s/ Gordon M. Graham Director and President and Chief August 8, 1997 Operating Officer /s/ John J. Cost Director and Secretary August 8, 1997 - --------------------------- Director August 8, 1997 Anthony L. Craig /s/ Milton Rosenberg Director August 8, 1997 /s/ Charles S. Troy Director August 8, 1997 - --------------------------- Director August 8, 1997 Herbert Davidson
8 EXHIBIT INDEX
Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 4.1 Non-Employee Director Stock Option Plan (incorporated by reference to Registrant's Form 10-K for the year ended December 31, 1995) 4.2 Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Form 8-B dated March 22, 1995, as amended) 4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to Registrant's Form 8-B dated March 22, 1995, as amended) 4.4 Specimen of Registrant's Common Stock Certificate (incorporated by reference to Exhibit 5 to Amendment Number 1 of Registrant's Form 8-B filed January 15, 1980) 5 Opinion of Irell & Manella as to the legality of the shares of Common Stock being registered 23.1 Consent of Independent Accountants 23.2 Consent of Irell & Manella (included in Exhibit 5)
8 EX-5 2 OPINION OF IRELL & MANELLA 1 EXHIBIT 5 August 8, 1997 Bell Industries, Inc. 11812 San Vicente Boulevard Los Angeles, California 90049-5069 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8, registration number 33- (the "Registration Statement") to be filed by you with the Securities and Exchange Commission in connection with the registration of 180,000 shares of the Common Stock (the "Common Stock"), of Bell Industries, Inc., a California corporation (the "Company"), for sale and issuance pursuant to the Company's Non-Employee Director Stock Option Plan, as amended (the "Director Stock Option Plan"). As your counsel in connection with this transaction, we have examined the proceedings proposed to be taken in connection with the Director Stock Option Plan and the sale and issuance of the Common Stock pursuant thereto and such other matters and documents as we have deemed necessary or relevant as a basis for this opinion. Based on these examinations, it is our opinion that upon completion of the proceedings being taken or which we, as your counsel, contemplate will be taken prior to the sale and issuance of the Common Stock, such Common Stock, when sold and issued in the manner referred to in the Registration Statement and the Director Stock Option Plan, will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, Irell & Manella LLP EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 4, 1997 appearing on page 12 of Bell Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP Los Angeles, California August 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----