<PAGE> 1
As filed with the Securities and Exchange Commission on April 18, 1994
Registration No. 33-71030
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
BELL INDUSTRIES, INC.
Delaware 95-2039211
(State of Incorporation) (I.R.S. Employer Identification Number)
11812 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90049-5069
(310) 826-2355
_________________________
TRACY A. EDWARDS
BELL INDUSTRIES, INC.
11812 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90049-5069
(310) 826-2355
(Agent for service)
_________________________
It is requested that copies of communications be sent to:
JOHN J. COST, ESQ.
IRELL & MANELLA
333 SOUTH HOPE STREET, SUITE 3300
LOS ANGELES, CALIFORNIA 90071
(213) 620-1555
_________________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
<PAGE> 2
PROSPECTUS
BELL INDUSTRIES, INC.
COMMON STOCK
($.25 PAR VALUE)
187,200 SHARES
AND WARRANTS TO PURCHASE
187,200 SHARES
OF COMMON STOCK
______________
This Prospectus relates to 187,200 shares of common stock, par value
$0.25 per share (the "Common Stock"), and warrants to Purchase 187,200 shares
of Common Stock (the "Warrants") of Bell Industries, Inc. (the "Company"),
which may be offered from time to time by one or all of the selling
stockholders named herein (the "Selling Stockholders"). The Company will
receive no part of the proceeds of such sales. The Company has agreed to pay
certain costs and expenses incurred in connection with the registration of the
shares of Common Stock and Warrants offered hereby, except that the Selling
Stockholders shall be responsible for all selling commissions, transfer taxes
and related charges in connection with the offer and sale of such shares and
Warrants. See "Plan of Distribution."
The Selling Stockholders may sell all or a portion of the shares of
Common Stock offered hereby from time to time on the New York Stock Exchange
(the "NYSE") or the Pacific Stock Exchange (the "PSE") at prevailing prices at
the time of such sales on the relevant exchange, at prices related to such
prevailing prices or at negotiated prices. The Warrants are not listed on any
securities exchange and it is not anticipated that the Warrants will be so
listed. The Selling Stockholders may sell all or a portion of the Warrants
and/or the shares offered hereby in private transactions or in the
over-the-counter market at prices related to the prevailing prices of the
shares on the NYSE or PSE at the time of the sale. The Selling Stockholders
may effect such transactions by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders. The Selling Stockholders and any broker-dealers that participate
in the distribution may under certain circumstances be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by such broker-dealers and
any profits realized on the resale of shares or Warrants by them may be deemed
to be underwriting discounts and commissions under the Securities Act. The
Company and the Selling Stockholders may agree to indemnify such broker-dealers
against certain liabilities, including liabilities under the Securities Act.
In addition, the Company has agreed to indemnify the Selling Stockholders and
any underwriter with respect to the shares of Common Stock and the Warrants
offered hereby against certain liabilities, including, without limitation,
certain liabilities under the Securities Act, or, if such indemnity is
unavailable, to contribute toward amounts required to be paid in respect of
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such liabilities. See "Plan of Distribution." To the extent required, the
specified shares to be sold, the public offering price, the names of any such
broker-dealers, and any applicable commission or discount with respect to any
particular offer will be set forth in a prospectus supplement. See "Plan of
Distribution."
The Common Stock of the Company is traded on the NYSE and the PSE. On
April 15, 1994, the closing sale price of the Company's Common Stock on the
NYSE was $16.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is April 18, 1994.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . 4
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
DESCRIPTION OF WARRANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 W. Madison Street, 14th Floor,
Chicago, Illinois 60661. Copies may be
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obtained at the prescribed rates from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549. The Company's common stock, par value $.25 per share, is listed on
the New York Stock Exchange and the Pacific Stock Exchange and reports, proxy
statements and other information regarding the Company can be inspected at the
offices of such exchanges.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act, with respect to the shares of Common
Stock and Warrants offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto,
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock and
Warrants offered hereby, reference is hereby made to the Registration
Statement, including the exhibits filed or incorporated as a part thereof.
Statements contained herein concerning the provisions of any document are not
necessarily complete and in each instance reference is made to the copy of the
document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by reference to the copy of the
applicable documents filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1993;
(2) the Company's Proxy Statement dated September 20, 1993 relating to its 1993
Annual Meeting of Shareholders; (3) the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1993; (4) the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 1993; (5) the
Company's Current Report on Form 8-K dated January 12, 1994, as amended by the
Company's Current Report on Form 8-K/A filed on April 15, 1994; and (6) the
description of the Company's Common Stock as set forth in the registration
statement filed by the Company on Form 8-A pursuant to Section 12(g) of the
Exchange Act, and any amendments or reports thereto filed with the Commission
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock and Warrants made
hereby shall be deemed to be incorporated in this Prospectus by reference and
to be a part hereof from the date of filing of such documents, except as to any
portion of any future Annual or Quarterly Report to the Company's Shareholders
that is not deemed to be filed under said provisions. Any statement
incorporated herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, on the request of such person, a
copy of any and all of the information that has been or may be incorporated by
reference in this Prospectus, other than exhibits thereto. Written or oral
requests for such copies should be directed to Bell Industries, Inc. at 11812
San Vicente Boulevard, Los Angeles, California 90049-5069, Attention: Chief
Financial Officer. The telephone number is (310) 826-2355.
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THE COMPANY
The Company is primarily a national distributor of electronic
components. The Company also distributes graphic arts and recreational-
related products.
The Electronics Group (77% of 1993 sales) includes one of the nation's
largest electronic components distributors. The group sells semiconductors;
passive and electromechanical components; connectors; and personal computers,
software and related accessories. The group also manufactures high-precision,
close-tolerance products for the computer and aerospace markets. The Graphic
Arts Group (15% of 1993 sales) distributes electronic imaging equipment, film,
plates, chemicals, and related supplies throughout California and Southern
Nevada to the advertising and printing industries. After-market products for
the recreational vehicle, mobile home, motorcycle, snowmobile, and marine
industries are distributed by the Recreational Products Group (8% of 1993
sales).
The Company, established in 1952, presently employs approximately 1,300
persons. The Company's common stock is traded on the New York and Pacific Stock
Exchanges (ticker symbol-B1). The Company's executive offices are located at
11812 San Vicente Boulevard, Los Angeles, California 90049-5069. The Company's
telephone number is (310) 826-2355.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders. The Selling Stockholders named below may sell the shares
of Common Stock and the Warrants offered hereby from time to time and may
choose to sell less than all or none of such shares or Warrants. The Warrants
were issued in September 1993 to the then-holders of the Company's 9.70% Senior
Notes in connection with certain amendments to the note agreement covering such
Senior Notes.
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<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL
PRIOR TO OFFERING OWNERSHIP
AFTER OFFERING
NUMBER OF SHARES
AND WARRANTS
NUMBER OF COVERED BY NUMBER OF
NAME WARRANTS PERCENT THIS PROSPECTUS WARRANTS
<S> <C> <C> <C> <C>
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY 26,208 14.0 26,208 0
INSURANCE COMPANY OF NORTH
AMERICA 11,232 6.0 11,232 0
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY 56,160 30.0 56,160 0
ROYAL MACCABEES LIFE
INSURANCE COMPANY 11,232 6.0 11,232 0
PROVIDENT MUTUAL LIFE
INSURANCE COMPANY OF
PHILADELPHIA 11,232 6.0 11,232 0
PAN-AMERICAN LIFE INSURANCE
COMPANY 9,360 5.0 9,360 0
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY 7,488 4.0 7,488 0
THE UNION CENTRAL LIFE
INSURANCE COMPANY 11,232 6.0 11,232 0
UNITED COMPANIES LIFE
INSURANCE COMPANY 5,616 3.0 5,616 0
NATIONAL LIFE INSURANCE
COMPANY 18,720 10.0 18,720 0
WASHINGTON NATIONAL INSURANCE
COMPANY 7,488 4.0 7,488 0
INTEGON LIFE INSURANCE
CORPORATION 11,232 6.0 11,232 0
</TABLE>
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PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock offered hereby
by the Selling Stockholders may be effected from time to time on the NYSE or
PSE at prevailing prices at the time of such sales, at prices related to such
prevailing prices or at negotiated prices. The Warrants are not listed on any
securities exchange and it is not anticipated that the Warrants will be so
listed. The Selling Stockholders may sell all or a portion of the Warrants
and/or the shares offered hereby in private transactions or in the
over-the-counter market at prices related to the prevailing prices of the
shares on the NYSE or PSE at the time of the sale. The Selling Stockholders
may effect such transactions by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders. The Selling Stockholders and any broker-dealers that participate
in the distribution may under certain circumstances be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
received by such broker-dealers and any profits realized on the resale of
shares by them may be deemed to be underwriting discounts and commissions under
the Securities Act. The Company and the Selling Stockholders may agree to
indemnify such broker-dealers against certain liabilities, including
liabilities under the Securities Act. In addition, the Company has agreed to
indemnify the Selling Stockholders and any underwriter with respect to the
shares of Common Stock and the Warrants offered hereby against certain
liabilities, including, without limitation, certain liabilities under the
Securities Act, or, if such indemnity is unavailable, to contribute toward
amounts required to be paid in respect of such liabilities.
To the extent required under the Securities Act, a supplemental prospectus
will be filed, disclosing (a) the name of any such broker- dealers, (b) the
number of shares or Warrants involved, (c) the price at which such shares or
Warrants are to be sold, (d) the commissions paid or discounts or concessions
allowed to such broker-dealers, where applicable, (e) that such broker-dealers
did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, as supplemented, and (f) other
facts material to the transaction.
There is no assurance that any of the Selling Stockholders will sell any
or all of the shares of Common Stock or the Warrants offered hereby.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock and the Warrants
offered hereby, except that the Selling Stockholders shall be responsible for
all selling commissions, transfer taxes and related charges in connection with
the offer and sale of such shares and Warrants.
The Company has agreed to keep the registration statement relating to the
offering and sale by the Selling Stockholders of the shares of Common Stock and
the Warrants continuously effective until the earlier to occur of (i) February
1, 2001 and (ii) such earlier date as such shares of Common Stock and Warrants
may be resold without registration under the provisions of the Securities Act.
DESCRIPTION OF COMMON STOCK
Holders of shares of Common Stock are entitled to one vote per share on
all matters to be voted on by shareholders, except that holders are entitled to
cumulate their votes in the
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election of directors upon the giving of notice by any shareholder to the
Company prior to the election. Holders of Common 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 shares of preferred stock which may be
outstanding. Upon liquidation or dissolution of the Company, subject to prior
liquidation rights of holders of preferred stock, if any, holders of Common
Stock are entitled to receive all assets remaining available after payment of
liabilities. Holders of shares of Common Stock have no preemptive rights and
are not liable for further calls or assessments.
As authorized by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation (the "Charter") provides that the
Company shall indemnify its officers and directors to the fullest extent
permitted by the DGCL. In addition, as authorized by the DGCL, the Company's
Charter provides that no director of the Company shall be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases of (iv) for any transaction from which the
director derives an improper personal benefit. The effect of this provision in
the Company's Charter is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for his or her breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of director's duty of care.
In addition, the Charter provides that no amendment to the Charter shall have
any effect with respect to the liability of any director for breaches or
alleged breaches of fiduciary duty as a director occurring prior to such
amendment. In addition, the Company has entered into indemnity agreements with
all directors and executive officers. These agreements provide for
indemnification of directors and executive officers in cases where
indemnification might not otherwise have been available.
The Company maintains insurance policies under which directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Company.
DESCRIPTION OF WARRANTS
The Warrants have been issued in fully registered form pursuant to a
Warrant Agreement dated as of September 15, 1993 (the "Warrant Agreement")
between the Company and the Selling Stockholders. The Company issued a total
of 187,200 Warrants pursuant to the Warrant Agreement.
The following is a brief statement of certain provisions of the Warrants
and the Warrant Agreement. The statements under this caption relating to the
Warrants and the Warrant Agreement are summaries and do not purport to be
complete. Such summaries make use of certain terms defined in the Warrant
Agreement and are qualified in their entirety by express
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reference to the Warrants and the Warrant Agreement and the cited provisions
thereof. Anyone who receives this Prospectus may obtain a copy of a Warrant
and the Warrant Agreement without charge by writing to the Chief Financial
Officer, Bell Industries, Inc., 11812 San Vicente Boulevard, Los Angeles,
California 90049-5069.
Shares Purchasable
Each Warrant entitles the registered holder to purchase one share of the
Company's Common Stock, subject to adjustment as described below. Holders of
Warrants, as such, do not have any voting or other rights as stockholders of
the Company.
Exercise Period and Price
The Warrants will be exercisable at the Initial Exercise Price of $13.05
per share (unless adjusted as described below) during the period beginning on
September 15, 1993 and ending at 5:00 p.m., Eastern Standard Time, on February
1, 2001. The Warrants may be exercised in whole or in part by the payment of
the Warrant exercise price in cash, by certified or bank check or by wire
transfer of immediately available funds. In addition, 9.70% Senior Notes of
the Company may be applied to payment of the Warrant exercise price. Notes
surrendered in payment of the exercise price of Warrants will be valued at 100%
of their aggregate principal amount, plus accrued interest.
Adjustments
The price payable and the number of shares purchasable upon exercise of
each Warrant are required to be adjusted in certain events such as stock
dividends, splits, combinations, certain other distributions to all
stockholders, and certain issuances of Common Stock or rights, options or
warrants to purchase Common Stock or securities convertible or exchangeable
into Common Stock at a price per share lower than the greater of (i) the
exercise price of the Warrant and (ii) the Market Price of the shares.
Reorganizations
In the event the Company merges or consolidates with or into any other
corporation, or sells or otherwise transfers its property, assets and business
substantially as an entirety to a successor corporation or another form of
entity, there shall thereafter be deliverable upon any exercise of a Warrant
the number of shares of stock or other securities or property (including cash)
to which a holder of the number of shares of Common Stock which would otherwise
have been deliverable upon the exercise of such Warrant would have been
entitled upon such merger, consolidation, sale or transfer, if such Warrant had
been exercised in full immediately prior thereto.
Transfer
The Warrants may be exercised, exchanged or transferred by the registered
holder without service charge at the Corporate offices of the Company.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the
Company by the law firm of Irell & Manella, Los Angeles, California. Mr. John
J. Cost, a director of the Company, is a partner of Irell & Manella.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1993, have been so incorporated in reliance upon the report of Price
Waterhouse, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by the Company in connection with the distribution
of securities being registered, are estimated as follows:
<TABLE>
<S> <C>
Commission Fee . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,178.08
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . $ 1,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . $12,000.00
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,178.08
==========
</TABLE>
In addition, the Selling Stockholders will be responsible for all selling
commissions, transfer taxes and related charges in connection with the offer
and sale of the shares of Common Stock and Warrants offered hereby.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation (the "Charter") provides that the
Company shall indemnify its officers and directors to the fullest extent
permitted by the DGCL. In addition, as authorized by the DGCL, the Company's
Charter provides that no director of the Company shall be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases of (iv) for any transaction from which the
director derives an improper personal benefit. The effect of this provision in
the Company's Charter is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for his or her breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of director's duty of care.
In addition, the Charter provides that no amendment to the Charter shall have
any effect with respect to the liability of any director for breaches or
alleged breaches of fiduciary duty as a director occurring prior to such
amendment. In addition, the Company has entered into indemnity agreements with
all directors and executive officers. These agreements provide for
indemnification of directors and executive officers in cases where
indemnification might not otherwise have been available.
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<PAGE> 13
The Company maintains insurance policies under which directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Company.
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ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 Form of Common Stock Certificate (1)
4.2 Bell Industries, Inc. Warrant Agreement dated as of
September 15, 1993, including form of Warrant certificate (2)
5.1 Legal Opinion of Irell & Manella (3)
23.1 Independent Accountants' Consent
23.2 Consent of Irell & Manella (included in legal opinion filed as Exhibit 5.1)
24.1 Power of Attorney (3)
24.2 Power of Attorney (3)
</TABLE>
_________________________________
(1) Incorporated by reference to Exhibit 5 to Amendment No. 1 to
Registrant's Form 8-B filed January 15, 1980.
(2) Incorporated by reference to Exhibit 4(e) to Registrant's Form
10-K for its 1993 Fiscal Year.
(3) Previously filed.
ITEM 17. 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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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 the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;
provided, however, that paragraphs 1(i) and
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 the registrant
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<PAGE> 15
pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Act of
1934) that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the 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 the registrant of expenses incurred or paid by a director,
officer or controlling person of the 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, the 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 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.
II-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 the 18th
day of April, 1994.
BELL INDUSTRIES, INC.
a Delaware corporation
By: /s/ JOHN J. COST
------------------------
John J. Cost
Secretary
II-5
<PAGE> 17
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Theodore Williams* Chairman of the Board of Directors, April 18, 1994
- ---------------------- Chief Executive Officer and President
Theodore Williams (Principal Executive Officer of the
Registrant)
/s/ Tracy A. Edwards* Vice President and Chief Financial April 18, 1994
- ---------------------- Officer (Principal Financial and
Tracy A. Edwards Accounting Officer of the Registrant)
/s/ John J. Cost
- ---------------------- Director and Secretary April 18, 1994
John J. Cost
- ---------------------- Director April , 1994
Anthony L. Craig
/s/ Bruce M. Jaffe* Director, Executive Vice President April 18, 1994
- ---------------------- and Chief Operating Officer
Bruce M. Jaffe
/s/ Charles S. Troy* Director April 18, 1994
- ----------------------
Charles S. Troy
- ---------------------- Director April , 1994
Gordon M. Graham
- ---------------------- Director April , 1994
Milton Rosenberg
*By: /s/ John J. Cost April 18, 1994
-----------------
John J. Cost
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 18
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
23.1 Independent Accountants' Consent
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 11, 1993, which appears on page 26 of the 1993 Annual Report to
Shareholders of Bell Industries, Inc., which is incorporated by reference in
Bell Industries, Inc.'s Annual Report on Form 10-K for the year ended June 30,
1993. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page S-1 of such Annual Report
on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse
- -----------------------
PRICE WATERHOUSE
Los Angeles, California
April 14, 1994
