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As filed with the Securities and Exchange Commission on December 17, 1993
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)
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<S> <C>
DELAWARE 95-2039211
(State of Incorporation) (I.R.S. Employer
Identification Number)
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11812 San Vicente Boulevard, Los Angeles, California 90049-5069
(Address of Principal Executive Office)
1993 Employees' Stock Purchase Plan
(Full Title of the Plan)
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<S> <C>
THEODORE WILLIAMS Copy to:
Chairman of the Board, President and JOHN J. COST, ESQ.
Chief Executive Officer Irell & Manella
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)
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CALCULATION OF REGISTRATION FEE
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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
<S> <C> <C> <C> <C>
Common Stock, $.25 par value 750,000(2) $16.875 $12,656,250 $4,364
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(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 December 15, 1993.
(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 13 PAGES
INDEX APPEARS AT PAGE 11
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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 (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
fiscal year ended June 30, 1993;
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993;
(c) Registrant's definitive Proxy Statement dated
September 20, 1993, with respect to its Annual
Meeting of Stockholders held on November 2, 1993;
and
(d) The description of Registrant's Common Stock
contained in Registrant's Registration Statement
on Form 8-A, filed with the Securities and
Exchange Commission on April 22, 1977 pursuant to
Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of
updating such description.
Any statement contained 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
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be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 145 of the General Corporation Law of Delaware ("GCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of
any action by or in the right of the corporation, no indemnification may be
made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
In addition, Section 145 of the GCL states that the
indemnification and advancement of expenses provided by, or granted pursuant
to, Section 145 shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled; and that the corporation shall
have the power to purchase and maintain insurance on behalf of any such
director, officer, employee or agent of the corporation against any liability
asserted against him or her and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under Section
145.
Section 102(b)(7) of the GCL provides that the Certificate of
Incorporation may contain a provision eliminating or limiting the personal
liability of a director of the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in
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good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of Registrant's Bylaws provides that each director
and officer, whether or not then in office, shall be indemnified by the
corporation to the full extent permitted by the provisions of Section 145 of
the GCL, as amended, or the provisions of any more restrictive laws governing
the corporation as at the time may be applicable.
Article Tenth of Registrant's Certificate of Incorporation
contains the above-referenced provision limiting the personal liability of
directors of the corporation for monetary damages for breach of fiduciary duty
as a director.
Registrant has entered into indemnification agreements with
its directors and officers and 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.
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4.1 1993 Employees' Stock Purchase Plan (incorporated by reference to Registrant's definitive Proxy
Statement for its 1993 Annual Meeting of Stockholders, filed with the Commission on September 20, 1993)
4.2 Registrant's Certificate of Incorporation (incorporated by reference to Exhibit 2 to Registrant's
Form 8-B dated November 19, 1979)
4.3 Registrant's Bylaws and Amendment to Bylaws (incorporated by reference to Exhibit 4 to Registrant's
Form 8-B dated November 19, 1979 and Exhibit 3 to Registrant's Form 8-K dated November 4, 1992,
respectively)
5 Opinion of Irell & Manella as to the legality of the shares of Common Stock being registered
23.1 Independent Auditors' Consent
23.2 Consent of Irell & Manella (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this Registration Statement)
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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.
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(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.
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 10th day
of December, 1993.
BELL INDUSTRIES, INC.
a Delaware corporation
By: /s/ THEODORE WILLIAMS
---------------------------------
Theodore Williams
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Theodore Williams 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 or 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, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that any of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
--------- ----- ----
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/s/ THEODORE WILLIAMS Chairman of the Board, December 14, 1993
-------------------------
Theodore Williams President and Chief Executive
Officer (principal executive
officer)
/s/ TRACY A. EDWARDS Vice President and Chief Financial December 10, 1993
-------------------------
Tracy A. Edwards Officer (principal financial and
accounting officer)
/s/ JOHN J. COST Director December 10, 1993
-------------------------
John J. Cost
Director December ___, 1993
-------------------------
Anthony L. Craig
/s/ BRUCE M. JAFFE Director December 10, 1993
-------------------------
Bruce M. Jaffe
/s/ MILTON ROSENBERG Director December 8, 1993
------------------------
Milton Rosenberg
/s/ CHARLES S. TROY Director December 8, 1993
-------------------------
Charles S. Troy
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EXHIBIT INDEX
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Sequentially
------------
Exhibit Description Numbered Page
------- ----------- -------------
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4.1 1993 Employees' Stock Purchase Plan (incorporated by
reference to Registrant's definitive Proxy Statement for its
1993 Annual Meeting of Stockholders, filed with the
Commission on September 20, 1993)
4.2 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 2 to Registrant's Form 8-B dated
November 19, 1979)
4.3 Registrant's Bylaws and Amendment to Bylaws (incorporated by
reference to Exhibit 4 to Registrant's Form 8-B dated
November 19, 1979 and Exhibit 3 to Registrant's Form 8-K
dated November 4, 1992, respectively)
5 Opinion of Irell & Manella as to the legality of the shares
of Common Stock being registered 12
23.1 Independent Auditors' Consent 13
23.2 Consent of Irell & Manella (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
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[IRELL & MANELLA LETTERHEAD]
EXHIBIT 5
December 16, 1993
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 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration of 750,000 shares of the Common
Stock, $.25 par value (the "Common Stock"), of Bell Industries, Inc., a
Delaware corporation (the "Company"), for sale and issuance pursuant to the
Company's 1993 Employees' Stock Purchase Plan (the "Stock Purchase Plan"). As
your counsel in connection with this transaction, we have examined the
proceedings proposed to be taken in connection with the Stock Purchase 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 Stock Purchase 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
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IRELL & MANELLA
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
WE HEREBY CONSENT TO THE INCORPORATION BY REFERENCE IN THE PROSPECTUS
CONSTITUTING PART OF THIS REGISTRATION STATEMENT ON FORM S-8 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 THE
ANNUAL REPORT ON FORM 10-K OF BELL INDUSTRIES, INC. 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 ON FORM 10-K.
PRICE WATERHOUSE
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PRICE WATERHOUSE
LOS ANGELES, CALIFORNIA
DECEMBER 15, 1993
