SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A (No. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number: 0-21528
BELL MICROPRODUCTS INC.
(Exact name of registrant as specified in its charter)
California 94-3057566
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1941 Ringwood Avenue, San Jose, California 95131-1721
(Address of principal executive office, including zip code)
Registrant's telephone number, including area code: (408) 451-9400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of March 15, 2000, was approximately $119,432,070 based
upon the last sale price reported for such date on the Nasdaq National Market.
For purposes of this disclosure, shares of Common Stock held by officers and
directors of the Registrant have been excluded because such persons may be
deemed to be affiliates. This determination is not necessarily conclusive.
The number of shares of Registrant's common stock outstanding as of
March 15, 2000 was 9,345,747.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Company's Annual
Meeting of Shareholder to be held on May 11, 2000 are incorporated by reference
into Part III of this Form 10-K.
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PART IV
ITEM 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Form 10-K:
(1) Consolidated Financial Statements
The financial statements (including the notes
thereto) listed in the Index to Consolidated
Financial Statements (set forth in Item 8 of Part II
of this Annual Report on Form 10-K) are filed as part
of this Annual Report on Form 10-K.
(2) Consolidated Financial Statement Schedule
II - Valuation and Qualifying Accounts and Reserves
Schedules not listed above have been omitted because
they are not required or the information required to
be set forth therein is included in the Consolidated
Financial Statements or Notes to Consolidated
Financial
Statements.
(3) Exhibits
Number Description of Document
3.1 Amended and Restated Articles of Incorporation of Registrant (2)
3.2 Amended and Restated Bylaws of Registrant (3)
4.1 Specimen Common Stock Certificate of the Registrant (3)
4.2 Amended and Restated Registration Rights Agreement dated June 11, 1992
between Registrant and certain investors named therein, as amended (1)
4.3 Warrant issued to Almo Corporation (7)
10.1 1998 Stock Plan (9)
10.2 The form of Option Agreement used under the 1998 Stock Plan (9)
10.3 Employee Stock Purchase Plan, as amended through May 21, 1998 (9)
10.4 The form of Option Agreement used under the Employee Stock Purchase
Plan (4)
10.5 Registrant's 401(k) Plan (3)
10.6 Lease dated March 17, 1992 for Registrant's facilities at 1941 Ringwood
Avenue, Suite 100, San Jose, California (3)
10.7 Second Amendment to Third Amended and Restated Credit Agreement dated
as of July 21, 1999 (12)
10.8 Third Amended and Restated Credit Agreement dated as of November 12,
1998, conformed to include the First Amendment thereto, effective May
14, 1999 (12)
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10.9 Form of Indemnification Agreement (3)
10.10 IBM Authorized Distributor Agreement dated May 17, 1993 between IBM
Corporation and Registrant (3)
10.11 Sublease dated November 12, 1996 for the Registrant's facilities at
2020 South Tenth Street, San Jose, California, and related exhibits (8)
10.12* Employment Agreement dated as of December 10, 1996 between the
Registrant and W. Donald Bell, the Registrant's Chief Executive Officer
(8)
10.13 Lease dated February 17, 1999 for Registrant's facilities at 4048
Castle Avenue, New Castle, Delaware (11)
10.14 Third Amendment and Restated Credit Agreement dated as of November 12,
1998 by and among the Registrant, the Banks named therein and
California Bank & Trust, as Agent for the Banks (7)
10.15 Asset Purchase Agreement dated as of November 5, 1998 by and between
the Company, Almo Corporation, Almo Distributing Pennsylvania, Inc.,
Almo Distributing Maryland, Inc., Almo Distributing Minnesota, Inc.,
Almo Distributing Wisconsin, Inc. and Almo Distributing, Inc. (7)
10.16 Fourth Amendment to Third Amended and Restated Credit Agreement dated
December 8, 1999 by and among the Registrant, the Banks named therein
and California Bank & Trust, as agent for the Banks (10)
10.17 Fifth Amendment to Third Amended and Restated Credit Agreement dated
December 31, 1999 by and among the Registrant, the Banks named therein
and California Bank & Trust, as agent for the Banks (10)
10.18 Lease dated August 1, 1999 for Registrant's facilities at 1941 Ringwood
Avenue, Suite 200, San Jose, California (10)
10.19 Asset Purchase Agreement between Bell Microproducts, Inc. and Pemstar
Inc. April 30, 1999 (13)
10.20 Amendment to Asset Purchase Agreement between Bell Microproducts, Inc.
and Pemstar Inc. June 4, 1999 (13)
10.21 Asset Purchase Agreement between Bell Microproducts - Future Tech,
Inc., Future Tech International, Inc., Bell Microproducts, Inc., and
Leonard Keller, dated May 14, 1999, as amended June 1, 1999 (14)
10.22 Management Retention Agreements between the Registrant and the
following executive officers of the Registrant: W. Donald Bell and Remo
E. Canessa (15)
10.23 Waiver and Third Amendment to Third Amended and Restated Credit
Agreement dated as of October 15, 1999 (15)
10.24 Distribution Agreement dated as of January 11, 2000 between the
Registrant and International Business Machines Corporation (16)
10.25 Employment Agreement dated as of July 1, 1999 between the Registrant
and W. Donald Bell, the Registrant's Chief Executive Officer (17)
21.1 Subsidiaries of the Registrant
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23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
24.1 Power of Attorney (10)
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* Confidential treatment has been granted for portions of this
document.
(1) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1993
filed on March 31, 1994.
(2) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-8 (File No. 33-66580) filed on
July 29, 1993.
(3) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-1 (File No. 33-60954) filed on
April 14, 1993 and which became effective on June 14, 1993.
(4) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-8 (File No. 33-83398) filed on
August 29, 1994.
(5) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-8 (File No. 333-10837) filed on
August 26, 1996.
(6) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-Q for the quarter ended June 30, 1996.
(7) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on November 30, 1998.
(8) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1996
filed on March 31, 1997.
(9) Incorporated by reference to exhibit filed with the Registrant's
Report on Form S-8 (File No. 333-58053) filed on June 30, 1998.
(10) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1999
filed on March 30, 2000.
(11) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-Q for the quarter ended March 31, 1999.
(12) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-Q for the quarter ended June 30, 1999.
(13) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on June 23, 1999.
(14) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on August 4, 1999.
(15) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10Q for the quarter ended September 30, 1999.
<PAGE>
(16) Incorporated by reference to exhibit filed with the Registrant's
Form 10-Q/A for the quarter ended September 30, 1999.
(17) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on January 13, 2000.
(b) Reports on Form 8-K.
A Form 8-K/A was filed on October 4, 1999 to file on Item 7 the
following exhibits:
Exhibit 99.1 Future Tech International, Inc. Financial Statements,
December 31, 1998.
Exhibit 99.2 Unaudited interim information of Future Tech
International, Inc.
Exhibit 99.3 Valuation and Qualifying Accounts and Reserves of
Future Tech International, Inc., December 31, 1998.
(c) Exhibits. See Item 14(a) above.
(d) Financial Statement Schedules. See Item 14(a) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 3, 2000.
BELL MICROPRODUCTS INC.
By /s/ Remo E. Canessa
Remo E. Canessa
Chief Financial Officer and
Vice President of Finance
<PAGE>
INDEX TO EXHIBITS
Number Description of Document
3.1 Amended and Restated Articles of Incorporation of Registrant (2)
3.2 Amended and Restated Bylaws of Registrant (3)
4.1 Specimen Common Stock Certificate of the Registrant (3)
4.2 Amended and Restated Registration Rights Agreement dated June 11, 1992
between Registrant and certain investors named therein, as amended (1)
4.3 Warrant issued to Almo Corporation (7)
10.1 1998 Stock Plan (9)
10.2 The form of Option Agreement used under the 1998 Stock Plan (9)
10.3 Employee Stock Purchase Plan, as amended through May 21, 1998 (9)
10.4 The form of Option Agreement used under the Employee Stock Purchase
Plan (4)
10.5 Registrant's 401(k) Plan (3)
10.6 Lease dated March 17, 1992 for Registrant's facilities at 1941 Ringwood
Avenue, Suite 100, San Jose, California (3)
10.7 Second Amendment to Third Amended and Restated Credit Agreement dated
as of July 21, 1999 (12)
10.8 Third Amended and Restated Credit Agreement dated as of November 12,
1998, conformed to include the First Amendment thereto, effective May
14, 1999 (12)
10.9 Form of Indemnification Agreement (3)
10.10 IBM Authorized Distributor Agreement dated May 17, 1993 between IBM
Corporation and Registrant (3)
10.11 Sublease dated November 12, 1996 for the Registrant's facilities at
2020 South Tenth Street, San Jose, California, and related exhibits (8)
10.12* Employment Agreement dated as of December 10, 1996 between the
Registrant and W. Donald Bell, the Registrant's Chief Executive Officer
(8)
10.13 Lease dated February 17, 1999 for Registrant's facilities at 4048
Castle Avenue, New Castle, Delaware (11)
10.14 Third Amendment and Restated Credit Agreement dated as of November 12,
1998 by and among the Registrant, the Banks named therein and
California Bank & Trust, as Agent for the Banks (7)
10.15 Asset Purchase Agreement dated as of November 5, 1998 by and between
the Company, Almo Corporation, Almo Distributing Pennsylvania, Inc.,
Almo Distributing Maryland, Inc., Almo Distributing Minnesota, Inc.,
Almo Distributing Wisconsin, Inc. and Almo Distributing, Inc. (7)
<PAGE>
10.16 Fourth Amendment to Third Amended and Restated Credit Agreement dated
December 8, 1999 by and among the Registrant, the Banks named therein
and California Bank & Trust, as agent for the Banks (10)
10.17 Fifth Amendment to Third Amended and Restated Credit Agreement dated
December 31, 1999 by and among the Registrant, the Banks named therein
and California Bank & Trust, as agent for the Banks (10)
10.18 Lease dated August 1, 1999 for Registrant's facilities at 1941 Ringwood
Avenue, Suite 200, San Jose, California (10)
10.19 Asset Purchase Agreement between Bell Microproducts, Inc. and Pemstar
Inc. April 30, 1999 (13)
10.20 Amendment to Asset Purchase Agreement between Bell Microproducts, Inc.
and Pemstar Inc. June 4, 1999 (13)
10.21 Asset Purchase Agreement between Bell Microproducts - Future Tech,
Inc., Future Tech International, Inc., Bell Microproducts, Inc., and
Leonard Keller, dated May 14, 1999, as amended June 1, 1999 (14)
10.22 Management Retention Agreements between the Registrant and the
following executive officers of the Registrant: W. Donald Bell and Remo
E. Canessa (15)
10.23 Waiver and Third Amendment to Third Amended and Restated Credit
Agreement dated as of October 15, 1999 (15)
10.24 Distribution Agreement dated as of January 11, 2000 between the
Registrant and International Business Machines Corporation (16)
10.25 Employment Agreement dated as of July 1, 1999 between the Registrant
and W. Donald Bell, the Registrant's Chief Executive Officer (17)
21.1 Subsidiaries of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
24.1 Power of Attorney (10)
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* Confidential treatment has been granted for portions of this
document.
(1) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1993
filed on March 31, 1994.
(2) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-8 (File No. 33-66580) filed on
July 29, 1993.
(3) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-1 (File No. 33-60954) filed on
April 14, 1993 and which became effective on June 14, 1993.
(4) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-8 (File No. 33-83398) filed on
August 29, 1994.
(5) Incorporated by reference to exhibit filed with the Registrant's
Registration Statement on Form S-8 (File No. 333-10837) filed on
August 26, 1996.
<PAGE>
(6) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-Q for the quarter ended June 30, 1996.
(7) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on November 30, 1998.
(8) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1996
filed on March 31, 1997.
(9) Incorporated by reference to exhibit filed with the Registrant's
Report on Form S-8 (File No. 333-58053) filed on June 30, 1998.
(10) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1999
filed on March 30, 2000.
(11) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-Q for the quarter ended March 31, 1999.
(12) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10-Q for the quarter ended June 30, 1999.
(13) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on June 23, 1999.
(14) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on August 4, 1999.
(15) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 10Q for the quarter ended September 30, 1999.
(16) Incorporated by reference to exhibit filed with the Registrant's
Form 10-Q/A for the quarter ended September 30, 1999.
(17) Incorporated by reference to exhibit filed with the Registrant's
Report on Form 8-K filed on January 13, 2000.
