- Statement of Ownership: Private Transaction (SC 13E3)
01 Octobre 2010 - 9:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. ______)
BELL INDUSTRIES, INC.
(Name of the Issuer)
BELL INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
078 107 109
(CUSIP Number of Class of Securities)
Clinton J. Coleman
8888 Keystone Crossing
Suite 1700
Indianapolis, Indiana 46240-7657
(317) 704-6000
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the person(s) filing statement)
This statement is filed in connection with (check the appropriate box):
|
a.
|
þ
|
The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
|
|
|
b.
|
o
|
The filing of a registration statement under the Securities Act of 1933.
|
|
|
c.
|
o
|
A tender offer.
|
|
|
d.
|
o
|
None of the above.
|
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
þ
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
Transaction Value
|
|
|
Amount of filing fee
|
|
|
$50,000*
|
|
|
$3.56**
|
|
|
*
|
|
Estimated maximum price to be paid in lieu of fractional shares of common stock to persons
who would hold less than one whole share of common stock of record after the proposed reverse
stock split.
|
|
**
|
|
Determined pursuant to Rule 0-11(b)(1) as $50,000 multiplied by 0.0000713.
|
|
o
|
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
INTRODUCTION
This Rule 13e-3 Transaction Statement, together with the exhibits hereto (the Transaction
Statement), is being filed with the Securities and Exchange Commission by Bell Industries, Inc., a
California corporation (the Company).
On the date hereof, the Company filed with the Securities and Exchange Commission a preliminary
proxy statement (the Proxy Statement) under Regulation 14A of the Securities Exchange Act of
1934, as amended (the Exchange Act), relating to the annual meeting of the Companys shareholders
to be held on December 10, 2010 (the Annual Meeting) to consider and act upon several proposals,
including a proposal to approve an amendment to the Companys Certificate of Incorporation to
effect a one-for-20 reverse split of the Companys common stock, with cash being paid to
shareholders in lieu of fractional shares. If the reverse split is approved by the Companys
shareholders, then once the amendment to the Certificate of Incorporation is filed with the
Secretary of State of the State of Delaware, the Company expects that it will no longer have 300
shareholders of record and will terminate its registration under the Exchange Act.
Pursuant to General Instruction G to Schedule 13E-3, the information in the Proxy Statement,
including all appendices thereto, is expressly incorporated by reference herein in its entirety,
and responses to each item herein are qualified in their entirety by the information contained in
the Proxy Statement. The cross references below are being supplied to show the location in the
Proxy Statement of the information required to be included in response to the items of Schedule
13E-3. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms
in the Proxy Statement.
As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or
amendment. This Schedule 13E-3 will be further amended to reflect such completion or amendment of
the Proxy Statement.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Schedule 13E-3 (and the documents that have been incorporated herein by reference) include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act regarding, among other things, the Companys plans,
strategies and prospects, both business and financial. Although the Company believes that its
plans, intentions and expectations reflected in or suggested by these forward-looking statements
are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or
expectations. Forward-looking statements are inherently subject to risks, uncertainties, and
assumptions. Many of the forward-looking statements contained in this Schedule 13E-3 (and the
documents that have been incorporated herein by reference) may be identified by the use of
forward-looking words such as believe, expect, anticipate, should, planned, will,
may, and estimated, among others. Factors that could cause actual results to differ materially
from those anticipated by such forward-looking statements include, but are not limited to, the
matters under Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the year
ended December 31, 2009 and in other reports or documents that it files from time to time with the
Securities and Exchange Commission. All forward-looking statements attributable to the Company or
a person acting on its behalf are expressly qualified in their entirety by this cautionary
statement. To the extent that there is any material change in the information discussed in this
Schedule 13E-3 (and the documents that have been incorporated herein by reference), the Company
will promptly disclose the change if required by applicable rules and regulations of the Securities
and Exchange Commission.
TRANSACTION STATEMENT
Item 1. Summary Term Sheet.
The information set forth in the section of the Proxy Statement entitled Summary Term Sheet is
incorporated herein by reference.
Item 2. Subject Company Information.
|
a.
|
|
Name and Address.
|
|
|
|
|
The name of the subject company is Bell Industries, Inc. Bell
Industries, Inc. is a California corporation with its principal place
of business located at 8888 Keystone Crossing, Suite 1700,
Indianapolis, Indiana 46240. Bell Industries, Inc.s telephone number
is 317-704-6000. As set forth in the section of the Proxy Statement
entitled Proposal No. 4 Reincorporation of the Company from
California to Delaware, the Companys shareholders are being asked to
consider a proposal to reincorporate the Company from California to
Delaware at the Annual Meeting. If that proposal is approved by the
shareholders, the name of the Company will continue to be Bell
Industries, Inc. and its principal place of business will not change,
but its state of incorporation will be Delaware.
|
|
|
b.
|
|
Securities.
|
|
|
|
|
The subject class of equity securities is the Companys common stock.
There were 433,416 shares of common stock outstanding on August 13,
2010.
|
|
|
c.
|
|
Trading Market and Price.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Market and Market Price of Our Common Stock is incorporated
herein by reference.
|
|
|
d.
|
|
Dividends.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Market and Market Price of Our Common Stock is incorporated
herein by reference.
|
|
|
e.
|
|
Prior Public Offerings.
|
|
|
|
|
The Company has not made an underwritten public offering of its securities during the past three years.
|
|
|
f.
|
|
Prior Stock Purchases.
|
|
|
|
|
The Company has not purchased any of its securities during the past two years.
|
Item 3. Identity and Background of Filing Person.
|
a.
|
|
Name and Address.
|
|
|
|
|
The Company is the filing person and the subject company. The Companys name, address and
telephone number are as provided in Item 2(a) above. See subsection (c) below in this Item
3 for information regarding the Companys directors and executive officers.
|
|
|
b.
|
|
Business and Background of Entities.
|
|
|
|
|
Not applicable.
|
|
|
c.
|
|
Business and Background of Natural Persons.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 1 Election of DirectorsInformation Regarding
Nominees for Director, Management, and Beneficial Ownership of
Securities and Security Ownership of Management is incorporated
herein by reference.
|
|
|
|
Neither the Company, nor, to its knowledge, any of its directors or
executive officers during the past five years have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or have been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of
federal or state securities laws.
|
Item 4. Terms of the Transaction.
|
a.
|
|
Material Terms.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet, and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitQuestions and Answers Concerning the Reverse Split Special
Factors of the Reverse Split and Amendment to Certificate of
Incorporation to Effect Reverse Split is incorporated herein by
reference.
|
|
|
c.
|
|
Different Terms.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse
SplitFairness of the Reverse Split to Unaffiliated Shareholders is
incorporated herein by reference.
|
|
|
d.
|
|
Appraisal Rights.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet, and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitAmendment to Certificate of Incorporation to Effect Reverse
SplitNo Appraisal Rights is incorporated herein by reference.
|
|
|
e.
|
|
Provisions for Unaffiliated Security Holders.
|
|
|
|
|
The Company has not made any provision to grant its unaffiliated
shareholders access to the corporate files of the Company or to obtain
counsel or appraisal services for such unaffiliated shareholders at
the expense of the Company.
|
|
|
f.
|
|
Eligibility for Listing or Trading.
|
|
|
|
|
Not applicable.
|
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
|
a.
|
|
Transactions.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Certain Relationships and Related Transactions is
incorporated herein by reference.
|
|
|
b.
|
|
Significant Corporate Events.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Certain Relationships and Related Transactions, Proposal
No. 4 Reincorporation of the Company from California to Delaware, and
Proposal No. 5 Amendment to Certificate of Incorporation to Effect
1-for-20 Reverse SplitSpecial Factors of the Reverse SplitReasons
for the Reverse Split is incorporated herein by reference.
|
|
|
c.
|
|
Negotiations or Contacts.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Certain Relationships and Related Transactions and
Proposal No. 5 Amendment to Certificate of Incorporation to Effect
1-for-20 Reverse SplitSpecial Factors of the Reverse SplitReasons
for the Reverse Split and Special Factors of the Reverse
SplitFairness of the Reverse Split to Unaffiliated Shareholders is
incorporated herein by reference.
|
|
e.
|
|
Agreements Involving the Subject Companys Securities.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Certain Relationships and Related Transactions, Proposal
No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20
Reverse SplitSpecial Factors of the Reverse SplitReasons for the
Reverse Split and Beneficial Ownership of Securities and Security
Ownership of Management is incorporated herein by reference.
|
Item 6. Purpose of the Transaction and Plans or Proposals.
|
b.
|
|
Use of Securities Acquired.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitAmendment to Certificate of
Incorporation to Effect Reverse SplitAccounting Consequences of the
Reverse Split is incorporated herein by reference.
|
|
|
c.
|
|
Plans.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet, Proposal No. 3 Amendment to Bylaws
Regarding Size of Board, Proposal No. 4 Reincorporation of the
Company from California to Delaware, and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitQuestions and Answers Concerning the Reverse Split, Special
Factors of the Reverse SplitPurposes and Alternatives of the Reverse
Split, Special Factors of the Reverse SplitReasons for the
Reverse Split and Amendment to Certificate of Incorporation to
Effect Reverse Split is incorporated herein by reference.
|
Item 7. Purposes, Alternatives, Reasons and Effects.
|
a.
|
|
Purposes.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitQuestions and Answers Concerning the Reverse Split, Special
Factors of the Reverse SplitPurposes and Alternatives of the Reverse
Split, Special Factors of the Reverse SplitReasons for the
Reverse Split and Amendment to Certificate of Incorporation to
Effect Reverse Split is incorporated herein by reference.
|
|
|
b.
|
|
Alternatives.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the
Reverse Split and Special Factors of the Reverse SplitPurposes
and Alternatives of the Reverse Split is incorporated herein by
reference.
|
|
|
c.
|
|
Reasons.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitQuestions and Answers Concerning the Reverse Split, Special
Factors of the Reverse SplitPurposes and Alternatives of the Reverse
Split, Special Factors of the Reverse SplitReasons for the
Reverse Split, Special Factors of the Reverse SplitFairness of
the Reverse Split to Unaffiliated Shareholders, and Amendment to
Certificate of Incorporation to Effect Reverse Split is incorporated
herein by reference.
|
|
d.
|
|
Effects.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitQuestions and Answers Concerning the Reverse Split, Special
Factors of the Reverse SplitPurposes and Alternatives of the Reverse
Split, Special Factors of the Reverse SplitReasons for the
Reverse Split, Special Factors of the Reverse SplitEffects of
the Reverse Split on our Affiliates, Special Factors of the
Reverse SplitEffects of the Reverse Split on our Other
Shareholders, and Amendment to Certificate of Incorporation to
Effect Reverse Split is incorporated herein by reference.
|
Item 8. Fairness of the Transaction.
|
a.
|
|
Fairness.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitQuestions and Answers Concerning the Reverse Split, Special
Factors of the Reverse SplitPurposes and Alternatives of the Reverse
Split, Special Factors of the Reverse SplitReasons for the
Reverse Split, and Special Factors of the Reverse SplitFairness
of the Reverse Split to Unaffiliated Shareholders is incorporated
herein by reference.
|
|
|
b.
|
|
Factors Considered in Determining Fairness.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse
SplitPurposes and Alternatives of the Reverse Split, Special
Factors of the Reverse SplitReasons for the Reverse Split, and
Special Factors of the Reverse SplitFairness of the Reverse Split
to Unaffiliated Shareholders is incorporated herein by reference.
|
|
|
c.
|
|
Approval of Security Holders.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the
Reverse Split and Special Factors of the Reverse SplitFairness
of the Reverse Split to Unaffiliated Shareholders is incorporated
herein by reference.
|
|
|
d.
|
|
Unaffiliated Representative.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the
Reverse Split and Special Factors of the Reverse SplitFairness
of the Reverse Split to Unaffiliated Shareholders is incorporated
herein by reference.
|
|
|
e.
|
|
Approval of Directors.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the
Reverse Split, Special Factors of the Reverse SplitReasons for
the Reverse Split, and Special Factors of the Reverse
SplitFairness of the Reverse Split to Unaffiliated Shareholders is
incorporated herein by reference.
|
|
|
f.
|
|
Other Offers.
|
|
|
|
|
Not applicable
|
Item 9. Reports, Opinions, Appraisals and Negotiations.
|
a.
|
|
Report, Opinion or Appraisal:
|
|
|
|
|
None.
|
|
|
b.
|
|
Preparer and Summary of the Report, Opinion or Appraisal.
|
|
|
|
|
Not applicable.
|
|
|
c.
|
|
Availability of Documents.
|
|
|
|
|
Not applicable.
|
Item 10. Sources and Amounts of Funds or Other Consideration.
|
a.
|
|
Source of Funds.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet and Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitAmendment to Certificate of Incorporation to Effect Reverse
SplitExpenses is incorporated herein by reference.
|
|
|
b.
|
|
Conditions.
|
|
|
|
|
None.
|
|
|
c.
|
|
Expenses.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Summary Term Sheet, Proposal No. 5 Amendment to
Certificate of Incorporation to Effect 1-for-20 Reverse
SplitAmendment to Certificate of Incorporation to Effect Reverse
SplitExpenses, and Other MattersExpenses of Proxy Solicitation
is incorporated herein by reference.
|
|
|
d.
|
|
Borrowed Funds.
|
|
|
|
|
Not applicable.
|
Item 11. Interest in Securities of the Subject Company.
|
a.
|
|
Securities ownership.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement entitled Summary Term
Sheet, Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20
Reverse SplitSpecial Factors of the Reverse SplitEffects of the Reverse Split on our
Affiliates, and Beneficial Ownership of Securities and Security Ownership of
Management is incorporated herein by reference.
|
|
|
b.
|
|
Securities transactions.
|
|
|
|
|
None.
|
Item 12. The Solicitation or Recommendation.
|
d.
|
|
Intent to Tender or Vote in a Going-Private Transaction.
|
|
|
|
|
The information set forth in the sections of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitAmendment to Certificate of
Incorporation to Effect Reverse SplitIntent to Vote, and
Recommendation of the Board is incorporated herein by reference.
|
|
|
e.
|
|
Recommendations of Others.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Proposal No. 5 Amendment to Certificate of Incorporation to
Effect 1-for-20 Reverse SplitAmendment to Certificate of
Incorporation to Effect Reverse SplitRecommendation of the Board is
incorporated herein by reference.
|
Item 13. Financial Statements.
|
a.
|
|
Financial Statements.
|
|
|
|
|
The information set forth in the section of the Proxy Statement entitled Financial
Information is incorporated herein by reference.
|
|
|
|
|
The following financial statements of the Company are incorporated by reference from the
Companys Form 10-K for the year ended December 31, 2009 and Form 10-Q for the quarter ended
June 30, 2010:
|
|
|
|
|
The audited financial statements for the years ended December 31, 2009 and 2008
|
|
|
|
|
The unaudited financial statements for the three and six months ended June 30, 2010
|
|
|
b.
|
|
Pro forma information.
|
|
|
|
|
Not applicable.
|
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
|
a.
|
|
Solicitations or Recommendations.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Other MattersExpenses of Proxy Solicitation is
incorporated herein by reference.
|
|
|
d.
|
|
Employees and Corporate Assets.
|
|
|
|
|
The information set forth in the section of the Proxy Statement
entitled Other MattersExpenses of Proxy Solicitation is
incorporated herein by reference.
|
Item 15. Additional Information.
|
b.
|
|
Additional Information.
|
|
|
|
|
All of the information set forth in the Proxy Statement and each
appendix attached thereto is incorporated herein by reference.
|
Item 16. Exhibits.
|
a.
|
|
Preliminary Proxy Statement of the Company, Notice of the Annual
Meeting of Shareholders and Related Information (the Company hereby
incorporates by reference the preliminary proxy statement which was
filed with the Securities and Exchange Commission contemporaneously
with this Schedule 13E-3)
|
|
|
b.
|
|
Not applicable.
|
|
|
c.
|
|
Not applicable.
|
|
|
d.1
|
|
Second Amended and Restated Convertible Promissory Note issued by the
Company and Bell Industries Inc. (a Minnesota corporation), originally
issued on January 31, 2007 and amended and restated on March 12, 2007
and as further amended and restated on June 13, 2008 (incorporated by
reference to Exhibit 4.1 of the Companys Current Report on Form 8-K
dated June 13, 2008)
|
|
|
d.2
|
|
Amendment Number One to the Second Amended and Restated Convertible
Promissory Note, dated March 25, 2009, between the Company and
Newcastle Partners, L.P. (incorporated by reference to Exhibit 10.q.
of the Companys Annual Report on Form 10-K dated December 31, 2008)
|
|
|
d.3
|
|
Amendment Number Two to the Second Amended and Restated Convertible
Promissory Note, dated February 11, 2010, between the Company and BI
Holdings, L.P., the successor payee to Newcastle Partners, L.P.
(incorporated by reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K dated February 18, 2010)
|
|
|
d.4
|
|
Registration Rights Agreement, dated as of January 31, 2007, between
the Company and Newcastle Partners, L.P. (incorporated by reference to
Exhibit 4.3 of the Companys Current Report on Form 8-K dated January
31, 2007)
|
|
|
d.5
|
|
Security Agreement, dated as of March 12, 2007, between the Company
and Newcastle Partners, L.P. (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K dated March 12, 2007)
|
|
|
d.6
|
|
Purchase Agreement, dated as of January 31, 2007, between the Company
and Newcastle Partners, L.P. (incorporated by reference to Exhibit 4.1
of the Companys Current Report on Form 8-K dated January 31, 2007)
|
|
|
d.7
|
|
Waiver and Amendment Agreement, dated June 13, 2008, between the
Company and Newcastle Partners, L.P. (incorporated by reference to
Exhibit 10.3 of the Companys Current Report on Form 8-K dated June
13, 2008)
|
|
|
f.
|
|
Not applicable.
|
|
|
g.
|
|
Not applicable.
|
SIGNATURE
After due 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.
|
|
|
|
|
|
|
October 1, 2010
|
|
BELL INDUSTRIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Clinton J. Coleman
Name: Clinton J. Coleman
|
|
|
|
|
|
|
Its: Chief Executive Officer
|
|
|
Bell Industries (GM) (USOTC:BLLI)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Bell Industries (GM) (USOTC:BLLI)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024