Electronically transmitted to the Securities and Exchange Commission
on July 26, 2000
Registration No. 333-39916
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELL MICROPRODUCTS INC.
(Exact name of registrant as specified in its charter)
California 94-3057566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1941 Ringwood Avenue
San Jose, California 95131
(408) 451-9400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
W. Donald Bell
President and Chief Executive Officer
Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, California 95131
(408)451-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Melodie R. Rose, Esq.
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 347-7000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
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 offered 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, please check the following box. [ X ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------- -------------------- -------------------- ------------------ ---------------
Title of Securities to be Registered Amount Proposed Maximum Proposed Maximum Amount of
to be Registered Offering Price per Aggregate Registration
Unit(1) Offering Price(1) Fee
--------------------------------------- -------------------- -------------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock to be offered by Selling 179,612 $16.47 $2,958,210 $780.97(2)
Shareholders
--------------------------------------- -------------------- -------------------- ------------------ ---------------
</TABLE>
(1) For purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, such amount is based upon the
average of the high and low prices of the registrant's Common Stock on
June 16, 2000.
(2) Previously paid.
The registrant amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to completion, dated July 26, 2000
PROSPECTUS
BELL MICROPRODUCTS INC.
179,612 Shares of Common Stock
This Prospectus relates to the offer and sale of up to 179,612 shares
of common stock, $.01 par value, of Bell Microproducts Inc., a California
corporation, that may be offered and sold from time to time by persons who are
currently shareholders of Bell Microproducts or by pledgees, donees,
transferees, or other successors in interest that receive such shares as a gift,
distribution, or other non-sale related transfer. The selling shareholders may
offer their shares from time to time through or to brokers or dealers in the
over-the-counter market at market prices prevailing at the time of sale or in
one or more negotiated transactions at prices acceptable to the selling
shareholders. We will not receive any proceeds from the sale of shares by the
selling shareholders. See "Plan of Distribution."
Our common stock is traded on the Nasdaq National Market under the
symbol "BELM." The closing sale price on July 25, 2000, as reflected on the
Nasdaq National Market, was $23.375 per share.
-----------------------
For information concerning certain risks relating
to an investment in Bell Microproducts common stock
see "Risk Factors" beginning on page 3.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
The selling shareholders may not sell these shares until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these shares and it is not soliciting an
offer to buy these shares in any state where the offer or sale is not permitted.
The date of this prospectus is __________, 2000
<PAGE>
TABLE OF CONTENTS
Page
ABOUT BELL MICROPRODUCTS......................................................3
RISK FACTORS..................................................................3
USE OF PROCEEDS...............................................................7
SELLING SHAREHOLDERS..........................................................7
PLAN OF DISTRIBUTION..........................................................8
WHERE YOU CAN FIND MORE INFORMATION...........................................8
<PAGE>
ABOUT BELL MICROPRODUCTS
Bell Microproducts Inc. was organized as a California corporation in
1987. We market and distribute a select group of semiconductor and computer
products to original equipment manufacturers and value-added resellers.
Semiconductor products include memory, logic, microprocessor, peripheral and
specialty components. Computer products include disk, tape and optical drives
and subsystems, drive controllers, storage systems, monitors, board-level
products and computers. We also provide a variety of value-added services to our
customers, including subsystem testing, software loading, mass storage and
computer systems integration, disk drive formatting and testing, and the
packaging of electronic component kits to customer specifications.
RISK FACTORS
You should carefully consider the following risk factors, together with
other information contained or incorporated by reference in this prospectus, in
evaluating whether to invest in our shares.
We may be unable to successfully manage our growth.
Our growth in recent years has placed, and continues to place, a strain
on our management, financial and operational resources. We intend to continue to
pursue our growth strategy through increasing sales of existing and new product
offerings, increasing geographical sales coverage, and possibly through
strategic acquisitions. In 2000, we acquired Rorke Data, Inc. and Hammer Storage
Solutions. In 1999, we acquired Miami-based Future Tech, Inc. and in 1998, we
acquired the Computer Products Division of Philadelphia-based Almo Corporation
and Toronto-based Tenex Data, a division of Axidata Inc. The integration of
newly acquired companies involves the assimilation of operations and products,
which could divert the attention of our management team and may have a material
adverse effect on our operating results in future quarters. Our strategy
includes consideration of possible additional acquisitions in the future. Such
acquisitions entail numerous risks, including an inability to assimilate
acquired operations and products, diversion of management's attention,
difficulties and uncertainties in transitioning the business relationships from
the acquired entity to us, difficulty in integrating new employees and loss of
key employees of acquired companies. In addition, future acquisitions by us may
result in dilutive issuances of equity securities, the incurrence of additional
indebtedness, large one-time expenses, and the creation of goodwill or other
intangible assets that could result in significant amortization expense.
Continued growth may require additional equipment, increased personnel, expanded
information systems and additional financial and administrative control
procedures. There can be no assurance that we will be able to attract and retain
qualified personnel, expand information systems, or further develop accounting
and control systems to successfully manage expanding operations, including an
increasing number of supplier and customer relationships and geographically
dispersed locations. Further, there can be no assurance that we will be able to
sustain our recent rate of growth or continue our profitable operations.
We are dependent on certain suppliers and would be adversely affected if we were
to lose any significant supplier.
Three suppliers provided products which represented 47% of our sales in
1999. Two suppliers provided products which represented 43% of our sales in 1998
and 1997. Our distribution agreements with these suppliers are cancelable upon
<PAGE>
90 days notice. In the past, distribution arrangements with significant
suppliers have been terminated and there can be no assurance that, in the
future, one or more of our significant distributor relationships will not be
terminated. Three vendors accounted for 55% of our inventory purchases during
1999. Two vendors accounted for 49% and 57% of our distribution inventory
purchases during 1998 and 1997, respectively. One of these vendors has obtained
a second priority lien against our inventories to secure payment on our purchase
of goods. The loss of any significant supplier or the shortage or loss of any
significant product line could materially adversely affect us. As we enter into
distribution arrangements with new suppliers, other competitive suppliers may
terminate their distribution arrangements with us with minimal notice. To the
extent that we are unable to enter into or maintain distribution arrangements
with leading suppliers of components, our sales and operating results could be
materially adversely affected.
There are a number of other companies distributing semiconductor and computer
products.
The distribution industry is highly competitive. In the distribution of
semiconductor and computer products, we generally compete for both supplier and
customer relationships with numerous local, regional and national authorized and
unauthorized distributors and for customer relationships with semiconductor and
computer product manufacturers, including some of our own suppliers. Many of our
distribution competitors are larger, more established and have greater name
recognition and financial and marketing resources than do we. We believe that
competition for distribution customers is based on product lines, customer
service, product availability, competitive pricing and technical information, as
well as value-added services and kitting. We believe that we compete favorably
with respect to these factors. Recently, with the increased acceptance of
companies transacting business through the Internet, competition in the
distribution of semiconductors, computer products and related value-added
products is expected to increase. There can be no assurance that we will be able
to compete successfully with existing or new competitors. Failure to do so would
have a material adverse effect on our results of operations.
Value-added services are highly competitive and are based upon
technology, quality, service, price and the ability to deliver finished products
on an expeditious and reliable basis. We believe we compete favorably with
respect to such factors. We attempt to focus on markets where we have advantages
in flexibility, service and high component content of the total price. In this
area, we compete with many distributors, as well as with the in-house
manufacturing capabilities of our existing and potential customers. Many of our
competitors are larger, more established and have greater name recognition and
financial and marketing resources than do we.
The distribution business is highly competitive, and there can be no
assurance that we will be able to compete successfully with existing or new
competitors. Failure to do so could have a material adverse effect on our
operating results.
Our distributor agreements provide us with limited price and inventory
protection rights.
Our authorized distributor agreements may be canceled by either party
on short notice and generally provide for a return of the inventory to the
manufacturer upon cancellation. Such agreements also generally provide us with
limited price protection and inventory protection rights. There can be no
assurance that such agreements will not be canceled, or that price protection
and inventory rotation policies will provide complete protection or will not be
changed in the future. From time to time we purchase significant amounts of
products on terms that do not include effective price protection or inventory
rotation rights, and we bear the risk of obsolescence and price fluctuation for
those products, which could have a material adverse effect on our results of
operations.
<PAGE>
Any slowdown in the growth of the personal computer industry could affect us.
Many of the products we sell are used in the manufacture or
configuration of personal computers. These products are characterized by rapid
technological change, short product life cycles and intense competition and
pricing pressures. The personal computer industry has experienced significant
unit volume growth over the past several years which has, in turn, increased
demand for many of the products we distribute. However, any slowdown in the
growth of the personal computer industry, or growth at less than expected rates,
or significant reductions in gross margins earned by us, could adversely affect
our ability to continue our revenue growth and maintain or increase our
profitability. In addition, many of our customers in the personal computer
industry are subject to the risks of significant shifts in demand and severe
price pressures to their customers, which may increase the risk that we may not
be able to collect accounts receivable owed by some of our customers. To the
extent we are unable to collect our accounts receivable, our results of
operations would be adversely affected.
We face certain industry-related risks. To the extent that our
suppliers do not maintain their product leadership, our operating results could
be materially adversely affected. Moreover, the increasingly short product life
cycles experienced in the electronics industry may increase our exposure to
inventory obsolescence and the possibility of fluctuations in operating results.
Other factors adversely affecting the semiconductor or computer industries in
general, including trade barriers which may affect our supply of products from
our Japanese suppliers, could have a material adverse effect on our operating
results.
The cyclical nature of the semiconductor and disk drive industries could
adversely affect our gross margins or results of operations.
Semiconductors and disk drives have represented a significant portion
of our sales and we believe they will continue to do so in future periods. Both
the semiconductor and the disk drive industries have historically been
characterized by fluctuations in product supply and demand and, consequently,
severe fluctuations in price. In the event of excess supply of disk drives or
semiconductors, our gross margins may be adversely affected. In the event of a
shortage of supply of disk drives or semiconductors, our results of operations
will depend on the amount of product allocated to us by our suppliers and the
timely receipt of such allocations. Additionally, technological changes that
affect the demand for and prices of the products we distribute may further
affect our gross margins. Although our agreements with our suppliers provide us
with limited price protection and certain rights of stock rotation, rapid price
declines or a shortfall in demand for disk drives or semiconductor products
could have an adverse effect on our sales or gross margins.
There could be fluctuations in our quarterly operating results.
Our quarterly operating results have in the past and could in the
future fluctuate substantially. Our expense levels are based, in part, on
expectations of future sales. If sales in a particular quarter do not meet
expectations, operating results could be adversely affected. Factors affecting
quarterly operating results include the loss of key suppliers or customers,
price competition, problems incurred in managing inventories or receivables, the
timing or cancellation of orders from major customers, a change in the product
mix sold by us, customer demand, availability of products from suppliers,
management of growth, our ability to collect accounts receivable, price
decreases on inventory that is not price protected, the timing or cancellation
of purchase orders with or from suppliers, our ability to integrate recently
acquired companies, managing foreign currency exposure, changing economic
<PAGE>
conditions in North and South America, and the timing of expenditures in
anticipation of increased sales and customer product delivery requirements.
Price competition in the industries in which we compete is intense and could
result in gross margin declines, which could have an adverse impact on our
profitability. Due in part to supplier rebate programs and increased sales by us
near the end of each quarter, a significant portion of our gross profit has
historically been earned by us in the third month of each quarter. Failure to
receive products from our suppliers in a timely manner or the discontinuance of
rebate programs and marketing development funds could have a material adverse
effect on our results of operations in a particular quarter. In various periods
in the past, our operating results have been affected by all of these factors.
In particular, price fluctuations in the disk drive and semiconductor industries
have affected our gross margins in recent periods. Our cash requirements will
depend on numerous factors, including the rate of growth of our sales. We
believe that our working capital, including our existing credit facility, will
be sufficient to meet our short-term capital requirements. However, we may seek
additional debt or equity financing to fund continued growth as well as
potential acquisitions.
We may be unable to obtain alternate financing in the event of changes in
interest rates or our failure to meet debt covenant requirements.
We have raised significant funding through debt which bears interest at
variable rates. We are also required to exceed certain financial tests and other
covenants on a quarterly basis. Changes in interest rates may have a significant
effect on the results of operations. Failure to meet debt covenant requirements
may result in the debt providers demanding immediate repayment of amounts
outstanding. We may not be able to find alternative sources of finance and
liquidity and failure to do so would have a significant impact on our results of
operations and financial condition.
We may not be able to manage the risks associated with foreign currency
transactions.
Substantially all of our revenue and capital expenditure is transacted
in US Dollars. Transactions in other currencies and the associated risks of
depreciation of value and volatility of cash flows have not been material to
date. We are subject to increased foreign currency transactions and associated
risks following the acquisition of Toronto-based Tenex Data in November 1998 and
Future Tech, Inc. in July, 1999. Future Tech sells to Latin America based
companies or through US affiliates for export and to US companies that sell to
their Latin America channels. The collection of a substantial portion of Future
Tech's receivables are susceptible to changes in the Latin American economic and
political environment. To the extent we are unable to manage these risks, our
results and financial position could be materially adversely affected.
Year 2000 problems related to our products or internal computer systems could
affect us.
The Year 2000 issue relates to the way computer systems and programs
define calendar dates; they could fail or make miscalculations due to
interpreting a date including "00" to mean 1900, not 2000. This could result in
system failures causing disruptions in operations, including among other things,
interruptions in processing business transactions and other normal business
operations. Also, many systems and equipment that are not typically thought of
as "computer-related" (referred to as non-IT) contain embedded hardware or
software that may have a time element.
Thus far, we have not experienced any significant problems related to
Year 2000 issues associated with products distributed, or with our internal
computer systems. However, we cannot guarantee that the Year 2000 problem will
not adversely affect our business, operating results or financial condition at
some point in the future.
<PAGE>
USE OF PROCEEDS
Bell Microproducts will not receive any proceeds from the sale of any
of the shares offered hereby.
SELLING SHAREHOLDERS
Set forth below are the names of the selling shareholders, the number
of shares of Bell Microproducts common stock beneficially owned by each of them
on the date hereof, the number of shares offered hereby and the percentage of
common stock to be owned if all shares registered hereunder are sold by the
selling shareholders. All of the selling shareholders were shareholders of Rorke
Data, Inc., which was acquired by Bell Microproducts in May 2000. The shares
offered hereby shall be deemed to include shares offered by any pledgee, donee,
transferee or other successor in interest of any of the selling shareholders
listed below, provided that this prospectus is amended or supplemented if
required by applicable law.
<TABLE>
<CAPTION>
Number of Number of % Owned
Shares Shares After
Beneficially Offered Offering
Name Owned Hereby (1)
<S> <C> <C> <C>
Herbert F. Rorke (2) 133,673 128,673 *
Herbert G. Rorke (3) 10,358 10,358 *
Liam Patrick Rorke 1,242 1,242 *
McCauley Rorke 3,471 3,471 *
Margaret Rorke 2,684 2,684 *
Joseph G. Moeller 1,242 1,242 *
Mark Moeller 2,767 2,767 *
Nicholas Moeller 497 497 *
Pamela M. Moeller (3) 3,554 3,554 *
John J. Rorke (3) 4,508 4,508 *
Joshua Hill 1,159 1,159 *
Madelyn Rorke Alcon 3,471 3,471 *
Patricia M. Rorke-Hill (3) 6,600 6,600 *
Robert J. Hill (3) 2,071 2,071 *
Joseph Swanson (3) 2,493 2,493 *
Paul Norr (3) 832 832 *
Timothy Hanscom (3) 832 832 *
Robert Herzan (3) 832 832 *
John Cundiff 2,326 2,326 *
</TABLE>
* Less than 1%
(1) The percentage of shares beneficially owned by each selling shareholder
is based on 9,615,359 shares of common stock outstanding as of the date
hereof.
(2) Currently President and a director of Rorke Data, Inc.
(3) Such person was an officer or employee of Rorke Data, Inc. prior to its
acquisition by Bell Microproducts.
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholder may sell the shares of common stock on the
Nasdaq National Market or otherwise at prices and on terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
When used in this prospectus, "selling shareholder" includes donees and pledgees
selling shares received from the named selling shareholder after the date of
this prospectus. We will pay all expenses associated with registering the
selling shareholder's shares, including legal fees incurred by the selling
shareholder. The selling shareholder will pay any brokerage commissions and
similar expenses attributable to the sale of the shares. The common stock may be
sold in:
- a block trade, where a broker or dealer will try to sell the common
stock as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- transactions where a broker or dealer acts as principal and resells
the common stock for its account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of such
exchange; and
- ordinary brokerage transactions and transactions in which the broker
solicits purchases.
The common stock may also be sold through short sales of shares, put or
call option transactions, loans or pledges of the shares, hedging or similar
transactions, or a combination of such methods. The selling shareholder may or
may not involve brokers or dealers in any of these transactions. In effecting
sales, brokers or dealers engaged by the selling shareholder may arrange for
other brokers or dealers to participate. The selling shareholder may, from time
to time, authorize underwriters acting as its agent to offer and sell the common
stock upon such terms and conditions as shall be set forth in a prospectus
supplement. Underwriters, brokers or dealers will receive commissions or
discounts from the selling shareholder in amounts to be negotiated immediately
prior to sale. Offers and sales may also be made directly by the selling
shareholder, or other bona fide owner of the common stock, so long as an
applicable exemption from state broker-dealer registration requirements is
available in the jurisdiction of sale. The selling shareholder, underwriters,
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
these sales, and any discounts and commissions received by them and any profit
realized by them on the resale of the common stock may be deemed to be
underwriting discounts and commissions under the Securities Act.
All or any portion of the shares of common stock covered by this
prospectus that qualify for sale under Rule 144 under the Securities Act may be
sold under Rule 144 rather than pursuant to this prospectus.
There is no assurance that the selling shareholder will offer for sale
or sell any or all of the shares of common stock covered by this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
<PAGE>
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings (File
No. 000-21528) we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
2. Current Report on Form 8-K dated January 12, 2000;
3. Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
4. Proxy Statement for the 2000 Annual Meeting of Shareholders;
5. Current Report on Form 8-K dated May 17, 2000;
6. Current Report on Form 8-K dated July 6, 2000;
7. Current Report on Form 8-K dated July 6, 2000;
8. Current Report on Form 8-K dated July 18, 2000;
9. The description of Bell Microproducts common stock which is
contained or incorporated by reference in the Registration
Statement on Form 8-A dated April 14, 1993 which was declared
effective by the Securities and Exchange Commission on June
14, 1993.
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address:
Remo E. Canessa
Chief Financial Officer
Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, California 95131
(408) 451-9400
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide information other than that
provided in this prospectus. We have authorized no one to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Registrant in connection
with the distribution of the shares registered hereby. The Registrant is paying
all of the selling shareholders' expenses related to this offering, except the
selling shareholders will pay any applicable broker's commissions and expenses
as well as fees and disbursements of counsel and experts for the selling
shareholders. All of such expenses, except for the SEC Registration Fee, are
estimated.
SEC Registration Fee ....................................$781
Legal Fees and Expenses ................................2,000
Accountants' Fees and Expenses ...........................500
Miscellaneous ............................................219
Total ........................................$3,500
Item 15. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the "CGCL")
allows for the indemnification of officers, directors, and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended (the "Securities Act").
Article IV of the Registrant's Articles of Incorporation and Article VI of the
Registrant's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances
permitted by the CGCL. The Registrant has also entered into agreements with its
officers and directors that may require the Registrant, among other things, to
indemnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from any acts or omissions or transactions from which a
director may not be relieved of liability under the CGCL), to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms. The Registrant has obtained directors' and
officers' insurance pursuant to said agreements.
The Registrant's Articles of Incorporation also provide that the
liability of the directors of the Registrant for monetary damages to the
Registrant or its shareholders is eliminated to the fullest extent permissible
under the CGCL.
The Registrant and the selling shareholders listed herein have agreed
to indemnify each other, under certain conditions, against certain liabilities
arising under the Securities Act.
Item 16. Exhibits.
See Exhibit Index on page following signatures.
<PAGE>
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,
represents a fundamental change in the
information set forth in the Registration
Statement notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of
securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth
in the "Calculation of Registration Fee"
table in the effective 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 (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
the Registrant 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 purposes 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
<PAGE>
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 Act and will be
governed by final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
(d) 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 Exchange 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.
<PAGE>
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
the requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California, on
July 26, 2000.
BELL MICROPRODUCTS INC.
By /s/ Remo E. Canessa
Remo E. Canessa
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the date stated.
Signature Title
W. Donald Bell * President, Chief Executive Officer
W. Donald Bell and Director
Remo E. Canessa * Chief Financial Officer
Remo E. Canessa
Gordon A. Campbell * Director
Gordon A. Campbell
Eugene Chaiken * Director
Eugene Chaiken
Edward Gelbach * Director
Edward Gelbach
James E. Ousley * Director
James E. Ousley
Glenn Penisten * Director
Glenn Penisten
* By: /s/ Remo E. Canessa
Remo E. Canessa for himself and as
Attorney-in-Fact pursuant to Powers
of Attorney previously filed.
Date: July 26, 2000
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS
to
Form S-3 Registration Statement
----------------
Bell Microproducts Inc.
(Exact name of Registrant as specified in its charter)
----------------
INDEX
Exhibit
4.1 Amended and Restated Articles of Incorporation--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.
4.2 Amended and Restated Bylaws--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.
5.1 Opinion and Consent of Fredrikson & Byron, P.A. *
23.1 Consent of PricewaterhouseCoopers LLP. *
23.2 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1). *
24.1 Power of attorney from directors (included in signature page of this
Registration Statement). *
* Previously filed
