- Current report filing (8-K)
21 Mars 2011 - 2:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2011 (March 17, 2011)
BELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-11471
|
|
27-5023441
|
(State or other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
8888 Keystone Crossing, Suite #1700, Indianapolis, Indiana
|
|
46240
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
(317) 704-6000
|
Not applicable
|
(Former name or former address if changed since last report.)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
ITEM 1.01 Entry into a Material Definitive Agreement
Reincorporation
Effective as of
March 17, 2011, Bell Industries, Inc., a California corporation
(“Bell California”), merged with and into its wholly-owned
subsidiary, Delaware Bell Industries, Inc., a Delaware corporation (“Bell
Delaware” or the “Company”). The purpose of the merger was to
change the state of incorporation of Bell California from California to
Delaware. The merger was effected pursuant to that certain Agreement and Plan
of Merger, dated as of March 17, 2011 (the “Merger
Agreement”), which was approved and adopted by the shareholders of Bell
California at the Annual Meeting of Shareholders held on January 28, 2011
(the “Annual Meeting”). A Certificate of Merger was filed with the
Secretary of State of the State of Delaware and the Secretary of State of the
State of California on that same date.
Pursuant to the Merger
Agreement, Bell Delaware changed its name to “Bell Industries,
Inc.” Subsequent to the merger contemplated by the Merger Agreement, the
Certificate of Incorporation and Bylaws of Bell Delaware continued in full
force and effect as the Certificate of Incorporation and Bylaws of the
surviving corporation and the persons serving as the directors and officers of
Bell California became the directors and officers of the surviving corporation.
On the effective date
of the merger, the issued and outstanding shares of common stock, without par
value, of Bell California automatically converted into shares of the common
stock, par value $0.01 per share, of Bell Delaware on a one-for-one basis, and
Bell Delaware succeeded to all the assets, liabilities and business of Bell
California. The shareholders of Bell California were not required to surrender
their certificates for the common stock of Bell California, and replacement
certificates representing shares of Bell Delaware will be issued in exchange
therefor upon presentment. Additionally, at the effective time of the merger,
Bell Delaware assumed Bell California’s 2007 Stock Option Incentive Plan,
as amended, and 2001 Stock Option Plan and options and all obligations of Bell
California under such plans. Bell California’s other employee benefit
plans and arrangements will also be continued by Bell Delaware upon the same
terms and subject to the same conditions.
The merger did not
result in any change in the business, management, location of the principal
executive offices, assets or liabilities of Bell California.
As a result of the
merger, Bell Delaware became the successor corporation to Bell California under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with respect to its common stock and will succeed to Bell
California’s reporting obligations thereunder. Pursuant to
Rule 12g-3 promulgated under the Exchange Act, the common stock of Bell
Delaware is deemed to be registered under Section 12(g) of the Exchange Act.
2
Amended and Restated Credit Agreement
On March 18,
2011, the Company entered into an Amended and Restated Credit Agreement dated
as of March 18, 2011 (the “Restated Credit Agreement”) with
Wells Fargo Capital Finance, Inc., formerly Wells Fargo Foothill, Inc., as
Agent (“WFCF”) for a $10.0 million secured revolving line of
credit. The Restated Credit Agreement amends and restates in its
entirety the Credit Agreement dated January 31, 2007 between Bell
California and Wells Fargo Foothill, Inc., as well as that certain Amendment
Number One to Credit Agreement and Waiver dated as of March 20, 2007, that
certain Amendment Number Two to Credit Agreement, Consent and Waiver dated as
of August 14, 2007, that certain Amendment Number Three to Credit
Agreement dated as of April 11, 2008, that certain Amendment Number
Four to Credit Agreement, Consent and Partial Release Agreement dated as of
June 13, 2008, that certain Amendment Number Five to Credit Agreement
and Joinder Agreement dated as of March 12, 2009, that certain
Amendment Number Six to Credit Agreement dated as of March 25, 2009,
and that certain Amendment Number Seven to Credit Agreement dated as of
February 11, 2010 (collectively, the “Prior Credit
Agreement”). The Restated Credit Agreement has an aggregate
credit limit in the amount of $10.0 million (which increases to
$12.5 million during certain periods each year that coincide with peak
seasonal business activity of the Company’s operating subsidiaries) and
matures on March 18, 2014. The description of the material
terms of the Restated Credit Agreement included in Item 2.03 of this
Current Report on Form 8-K is incorporated by reference into this item.
ITEM 1.02 Termination of a Material Definitive Agreement
As discussed above and
below, the Company has entered into the Restated Credit Agreement that replaces
the Prior Credit Agreement. The Prior Credit Agreement was described
in more detail in, and filed as Exhibit 10.1 with, Bell California’s
Current Report on Form 8-K filed on February 6, 2007, Current Report on
Form 8-K filed on August 17, 2007, Current Report on Form 8-K filed on
April 17, 2008, Current Report on Form 8-K filed on June 19, 2008,
and Current Report on Form 8-K filed on February 18,
2010. Effective March 18, 2011, the Prior Credit Agreement has
no further force and effect.
ITEM 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
The information set
forth under “Amended and Restated Credit Agreement” in
Item 1.01 of this Current Report on Form 8-K is incorporated into this
Item 2.03 by reference.
Advances made under the Restated
Credit Agreement bear interest at a rate equal to the Daily Three Month LIBOR
(as defined in the Restated Credit Agreement) plus a 3.50% margin.
3
Advances made under
the Restated Credit Agreement are repayable in full on March 18, 2014. The
Company may prepay the Advances (unless in connection with the prepayment in
full of all of the outstanding Advances) at any time without premium or
penalty. If the Company prepays all of the outstanding Advances and terminates
all commitments under the Restated Credit Agreement, the Company is obligated
to pay a prepayment premium as set forth in the Restated Credit Agreement.
The Restated Credit
Agreement contains certain covenants that, subject to certain exceptions,
restrict, among other things, the Company and its subsidiaries from:
|
•
|
|
incurring additional indebtedness;
|
|
•
|
|
creating or permitting certain liens;
|
|
•
|
|
consolidating, merging, liquidating or dissolving;
|
|
•
|
|
making any investments, loans, advances, guarantees or acquisition;
|
|
•
|
|
selling, transferring, leasing or otherwise disposing of assets;
|
|
•
|
|
entering into sale and leaseback transactions;
|
|
•
|
|
entering in hedging agreements;
|
|
•
|
|
replacing the Company’s chief executive officer without the consent of WFCF;
|
|
•
|
|
making dividends or other distributions with respect to equity securities;
|
|
•
|
|
entering into transactions with affiliates; and
|
|
•
|
|
making capital expenditures in any fiscal year in excess of certain limits as set forth in the Restated Credit Agreement.
|
Amounts outstanding
under the Restated Credit Agreement may become immediately due and payable upon
the occurrence of specified events, including, among other things: failure to
pay any obligations under the Restated Credit Agreement that have become due;
breach of any representation or warranty, or certain covenants; breach of any
covenants in any of the related loan documents; filings or proceedings in
bankruptcy; judgments rendered against the Company or any subsidiary involving
aggregate liability greater than a threshold set forth in the Restated Credit
Agreement; any lien created by the security documents ceasing to be in full
force or effect; a change in control (as defined in the Restated Credit
Agreement); or any subsidiary guarantee ceasing to be valid and binding.
In connection with the
Restated Credit Agreement, on March 18, 2011, the Company entered into a
Ratification Agreement with WFCF, pursuant to which the Company and its
subsidiaries ratified and confirmed the security agreements and certain other
loan documents that were executed in connection with the Prior Credit Agreement.
ITEM 3.03 Material Modifications to Right of Security Holders
The information set
forth under “Reincorporation” in Item 1.01 of this Current
Report on Form 8-K is incorporated into this Item 3.03 by reference.
4
ITEM 5.03 Amendments to Articles of
Incorporation of Bylaws; Change in Fiscal Year
The information set
forth under “Reincorporation” in Item 1.01 and Exhibits 3.1
and 3.2 set forth in Item 9.01 of this Current Report on Form 8-K are
incorporated into this Item 5.03 by reference.
ITEM 8.01 Other Events
On March 21,
2011, Bell Delaware intends to file a Certificate of Amendment (the
“Certificate of Amendment”) to its Certificate of Incorporation
with the Secretary of State of the State of Delaware. The Certificate of
Amendment will effect a 1-for-20 reverse stock split of Bell Delaware’s
common stock for shareholders holding shares of Bell Delaware’s common
stock on the date of filing such Certificate of Amendment (the “Reverse
Split”), as previously approved at the Annual Meeting. As a result of the
Reverse Split, shareholders owning fewer than 20 shares prior to the Reverse
Split and holders of fractional shares that would otherwise have resulted from
the Reverse Split will be cashed out and represent the right to receive cash in
an amount equal to $1.85 per share of common stock (on a pre-Reverse Split
basis) or $37.00 (on a post-Reverse Split basis) held immediately prior to the
effectiveness of the Reverse Split. Such shareholders will no longer have an
ownership interest in Bell Delaware.
The Certificate of
Amendment is intended to enable Bell Delaware to reduce its “record
holders” (as defined by Rule 12g5-1 of the Exchange Act) below 300,
thereby allowing it to file a Form 15, cease its periodic reporting
obligations under the Exchange Act and forego many of the expenses associated
with operating as a public company subject to the reporting obligations of the
Securities and Exchange Commission.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
|
3.1
|
|
Certificate of Incorporation of Bell Industries, Inc. (formerly Delaware
Bell Industries, Inc.) (incorporated by reference to Exhibit B to the
Registrant’s Definitive Proxy Statement, filed with the Securities and
Exchange Commission on December 16, 2010 relating to its Annual Meeting of
Shareholders held January 28, 2011)
|
|
3.2
|
|
Bylaws of Bell Industries, Inc. (formerly Delaware Bell Industries, Inc.)
(incorporated by reference to Exhibit C to the Registrant’s
Definitive Proxy Statement, filed with the Securities and Exchange Commission
on December 16, 2010 relating to its Annual Meeting of Shareholders held January 28, 2011)
|
5
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 21, 2011
BELL INDUSTRIES, INC.
By:
/s/ Clinton J. Coleman
Name: Clinton J. Coleman
Title: Chief Executive Officer
6
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