SECURITIES EXCHANGE AND 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): November 21, 2000
BEI Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-22799 94-3274498
(Commission File No.) (I.R.S. Employer Identification No.)
One Post Street, Suite 2500
San Francisco, California 94104
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 956-4477
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Item 5. Other Events.
On October 6, 2000, the Board of Directors of BEI Technologies, Inc.,
(the "Company") approved a one-for-one stock dividend payable in shares of the
Company's common stock (the "Dividend"), and a distribution of shares of the
voting common stock of OpticNet, Inc. ("OpticNet"), a formerly majority owned
subsidiary (the "Distribution"). Each of the Dividend and the Distribution were
effective for all stockholders of record for the Company on October 30, 2000
(the "Record Date") as follows:
|_| The Distribution was effective as of the close of business
on the Record Date such that each holder of record of two
shares of Company common stock received one share of the
voting common stock of OpticNet (the "OpticNet Stock").
|_| The Dividend was effective as of the close of business on
the Record Date immediately following the effectiveness of
the Distribution such that each stockholder of record on
the Record Date received one additional share of the
Company's common stock (the "Common Stock") for each share
of Common Stock held on the Record Date.
The Dividend and the OpticNet Stock were each distributed to the stockholders of
the Company on November 21, 2000. Although the Distribution of the OpticNet
Stock was exempt from registration under the Securities Act pursuant to Section
3(a)(10) thereof, the OpticNet Stock is not listed with any securities exchange
and is presently subject to restrictions on transfer set forth in the bylaws of
OpticNet.
The number of shares of Common Stock subject to outstanding stock
option or other equity incentive awards ("Stock Awards") granted under the
Company's 1997 Equity Incentive Plan (the "Plan"), was adjusted pursuant to the
Dividend such that the number of shares of Common Stock reserved for issuance
pursuant to outstanding Stock Awards as of the Record Date doubled and the per
share exercise price for each outstanding Stock Award became one-half the stated
per share exercise price. The shares of Common Stock reserved for future Stock
Awards under the Plan was correspondingly doubled pursuant to the Dividend. An
aggregate of 1,139,445 shares of Common Stock which may be issued under the Plan
are registered pursuant to a Registration Statement filed with the SEC on Form
S-8 on October 24, 1997 (the "S-8"). In accordance with Rule 416 under the
Securities Act of 1933, as amended, the number of shares of Common Stock
registered pursuant to such S-8 is increased to 2,278,890 pursuant to the
Dividend and as provided in the Plan.
1.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BEI TECHNOLOGIES, INC.
Dated: December 6, 2000 By: /s/ Robert R. Corr
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Robert R. Corr
Secretary, Treasurer and Controller
