<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995
REGISTRATION NO. 33- [________]
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
BELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 95-2039211
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>
-------------------
11812 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90049-5069
(310) 826-2355
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------
TRACY A. EDWARDS
BELL INDUSTRIES, INC.
11812 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90049-5069
(310) 826-2355
(Name, address, including zip code, and telephone number,
including area code, of 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
Approximate date of commencement of proposed sale to public:
from time to time after the effective date of this Registration Statement
-------------------
<PAGE> 2
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, check the following box. /X/
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF
SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) FEE (1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $21.875 $10,937,500 $3,772
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457(c) of the Securities and Exchange Commission,
based on the average high and low sale prices reported for such shares
on the New York Stock Exchange composite tape on December 18, 1995.
THE REGISTRANT HEREBY 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> 3
BELL INDUSTRIES, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
<TABLE>
<CAPTION>
FORM S-4 NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
--------------------------- ---------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . . . Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Available Information; Documents Incorporated by Reference;
Prospectus . . . . . . . . . . . . . . . . . . . . . Outside Back Cover Page
3. Risk Factors, Ratio of Earnings to Fixed Charges and Outside Front Cover Page; The Company; Selected Consolidated
Other Information . . . . . . . . . . . . . . . . . Financial Data
4. Terms of the Transaction . . . . . . . . . . . . . . *
5. Pro Forma Financial Information . . . . . . . . . . *
6. Material Contracts with the Company Being Acquired . *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters . . . *
8. Interests of Named Experts and Counsel . . . . . . . *
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . *
10. Information with Respect to S-3 Registrants . . . . Outside Front Cover Page; Documents Incorporated by
Reference; The Company; Price Range of Common Stock and
Dividend Policy; Description of Common Stock
11. Incorporation of Certain Information by Reference . Documents Incorporated by Reference
12. Information with Respect to S-2 or S-3 Registrants . *
13. Incorporation of Certain Information by Reference . *
14. Information with Respect to Registrants Other Than
S-3 or S-2 Registrants . . . . . . . . . . . . . . . *
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
FORM S-4 NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
--------------------------- ---------------------------------
<S> <C> <C>
15. Information with Respect to S-3 Companies . . . . . *
16. Information with Respect to S-2 or S-3 Companies . . *
17. Information with Respect to Companies Other Than S-3
or S-2 Companies . . . . . . . . . . . . . . . . . . *
18. Information if Proxies, Consents or Authorizations
are to be Solicited . . . . . . . . . . . . . . . . *
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange Offer . . *
- -------------------------------
</TABLE>
* Inapplicable or answer negative upon the date of filing of this
Registration Statement; such information may be included in
post-effective amendments to this Registration Statement or
supplements to the prospectus contained herein.
<PAGE> 5
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED DECEMBER 21, 1995
PROSPECTUS
BELL INDUSTRIES, INC.
500,000 SHARES
COMMON STOCK
This Prospectus relates to 500,000 shares of common stock (the "Common
Stock"), of Bell Industries, Inc. ("Bell" or "the Company") that may be offered
and issued by Bell from time to time in connection with acquisitions of other
businesses or properties by Bell. This Prospectus also relates to certain
shares of Common Stock which may be resold or reoffered by persons who acquired
such shares pursuant to this Prospectus (the "Selling Stockholders").
Bell intends to concentrate its acquisitions in areas related to the
current businesses of Bell. If the opportunity arises, however, Bell may
attempt to make acquisitions which are either complementary to its present
operations or which it considers advantageous even though they may be
dissimilar to its present activities. The consideration for any such
acquisition may consist of shares of Common Stock, cash, notes or other
evidences of debt, assumptions of liabilities or a combination thereof, as
determined from time to time by negotiations between Bell and the owners or
controlling persons of businesses or properties to be acquired.
The shares covered by this Prospectus may be issued in exchange for
shares of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of shares of Common Stock under acquisition
agreements will generally be determined by direct negotiations with the owners
or controlling persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. It is anticipated that the shares of Common
Stock issued in any such acquisition will be valued at a price reasonably
related to the market value of the Common Stock either at the time of agreement
on the terms of an acquisition or at or about the time of delivery of the
shares.
It is not expected that underwriting discounts or commissions will be
paid by Bell in connection with issuances of shares of Common Stock under this
Prospectus. However, finders' fees or brokers' commissions may be paid from
time to time in connection with specific acquisitions, and such fees may be
paid through the issuance of shares of Common Stock covered by this Prospectus.
Any person receiving such a fee may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
Bell's Common Stock is listed on the New York and Pacific Stock
Exchanges under the symbol "BI". The closing market price of Bell Common Stock
on the New York Stock Exchange on December 18, 1995 was $21.875.
<PAGE> 6
---------------------
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 JANUARY [___], 1996.
-2-
<PAGE> 7
AVAILABLE INFORMATION
Bell 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 can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 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 of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Bell's Common Stock is listed on the New York Stock Exchange (the
"NYSE") and the Pacific Stock Exchange (the "PSE") 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-4 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the shares of Common Stock
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 Bell and the shares of Common Stock 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 filed with the Commission by Bell are
incorporated into this Prospectus by reference: (1) Bell's Transition Report
on Form 10-K for the transition period from July 1, 1994 to December 31, 1994;
(2) Bell's Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1995, June 30, 1995, and September 30, 1995; (3) the Company's Registration
Statement on Form S-8 for the 1994 Stock Option Plan filed on March 10, 1995;
and (4) all other reports filed by Bell pursuant to Sections 13 or 15(d) of the
Exchange Act since December 31, 1994.
All documents filed by Bell 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 hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated
by reference 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 which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (OTHER THAN
EXHIBITS THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY
A PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED FROM BELL INDUSTRIES, INC.,
AT 11812 SAN VICENTE BOULEVARD, LOS ANGELES, CALIFORNIA 90049-5069; TELEPHONE
NUMBER (310) 826-2355. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS,
ANY REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON
WHICH A FINAL INVESTMENT DECISION IS TO BE MADE.
-3-
<PAGE> 8
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 (80% of 1994 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 industry. The Graphic Arts Group
(12% of 1994 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 1994
sales).
The Company, established in 1952, presently employs approximately
1,400 persons. The Company's common stock is traded on the NYSE and PSE
(ticker symbol-Bl). 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.
-4-
<PAGE> 9
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for and as of the
end of each of the years in the five-year period ended June 30, 1994, and for
and as of the end of the six month period ended December 31, 1994, have been
derived from the consolidated financial statements of Bell, which statements
have been audited by Price Waterhouse LLP, independent accountants. The
consolidated financial data for the six months ended December 31, 1993 have
been derived from the unaudited consolidated financial data of Bell which, in
the opinion of management, include all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation.
"dollars in thousands except per share data"
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31(5) YEAR ENDED JUNE 30
1994 1993 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Net Sales $255,372 $208,959 $451,153 $365,323 $353,347 $317,125 $308,151
Income (loss) from
continuing operations,
net of taxes (1) $ 5,309 $ 3,439 $ 9,075 $ 5,005 $ 919 $ (677) $ 6,050
Net income (loss) (2) $ 5,619 $ 3,439 $ 9,075 $ (5,025) $ 417 $ 678 $ 8,202
Capital expenditures $ 1,375 $ 1,462 $ 2,562 $ 5,744 $ 8,669 $ 5,725 $ 5,429
Depreciation and
amortization $ 2,891 $ 2,731 $ 5,574 $ 5,735 $ 4,935 $ 5,695 $ 5,682
FINANCIAL POSITION
Working capital $116,118 $105,640 $107,455 $ 97,710 $114,715 $118,853 $ 90,924
Total assets $200,367 $175,666 $184,713 $175,272 $191,557 $189,167 $175,947
Long-term liabilities $ 40,936 $ 43,166 $ 39,972 $ 47,569 $ 52,592 $ 57,159 $ 29,569
Shareholders' equity $101,770 $ 89,842 $ 95,553 $ 86,288 $ 92,338 $ 93,996 $ 94,838
SHARE AND PER SHARE DATA (3)
Income (loss) from continuing
operations, net of taxes $ .76 $ .50 $ 1.31 $ .73 $ .14 $ (.10) $ .90
Net income (loss) $ .81 $ .50 $ 1.31 $ (.74) $ .06 $ .10 $ 1.22
Cash dividends declared (4) $ .20 $ .40 $ .40 $ 4.37
Shareholders' equity $ 14.91 $ 13.27 $ 14.10 $ 12.77 $ 13.69 $ 13.98 $ 14.27
Market price -- high $ 22.88 $ 18.75 $ 19.75 $ 14.00 $ 13.13 $ 18.38 $ 18.75
Market price -- low $ 15.75 $ 13.38 $ 13.38 $ 9.25 $ 9.00 $ 9.38 $ 13.25
Weighted average common
shares outstanding (000's) 6,975 6,893 6,905 6,819 6,795 6,752 6,711
FINANCIAL RATIOS
Current ratio 3.0 3.5 3.2 3.4 3.5 4.1 2.8
Return on average
shareholders' equity 11.3% 7.8% 10.0% (5.6)% 0.4% 0.7% 7.9%
Long-term liabilities to total
capitalization 28.7% 32.5% 29.5% 35.5% 36.3% 37.8% 23.8%
- --------------
</TABLE>
(1) Includes before-tax provisions for computer write-down ($4,400) in
1992 and facility closure ($3,500) in 1991.
(2) See discussion of discontinued operations in Notes to Consolidated
Financial Statements included in the Form 10-K incorporated by
reference herein.
(3) Adjusted to give effect to 5% stock dividend declared in May 1995, 5%
stock dividend declared in October 1994, and 4% stock dividend
declared in July 1993 (excluding cash dividend and market price data).
(4) Includes special cash dividend of $4.00 per share declared in 1990.
(5) During the six months ended December 31, 1994, the Company changed its
yearend from June 30 to December 31. Information for the six months
ended December 31, 1993 is presented for comparative purposes.
-5-
<PAGE> 10
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Bell's Common Stock is listed on the NYSE and PSE under the symbol
"BI." The following table sets forth, for each of the calendar periods
indicated, the reported high and low market prices per share of the Common
Stock.
<TABLE>
<CAPTION>
CALENDAR YEAR HIGH LOW
------------- ------ -----
<S> <C> <C> <C>
1992
First Quarter . . . . . . . . . . . . . . . . . . $11.88 $10.50
Second Quarter . . . . . . . . . . . . . . . . . . 13.13 10.13
Third Quarter . . . . . . . . . . . . . . . . . . 11.25 9.50
Fourth Quarter . . . . . . . . . . . . . . . . . . 12.50 9.75
1993
First Quarter . . . . . . . . . . . . . . . . . . $12.75 $ 9.25
Second Quarter . . . . . . . . . . . . . . . . . . 14.00 11.50
Third Quarter . . . . . . . . . . . . . . . . . . 17.13 13.38
Fourth Quarter . . . . . . . . . . . . . . . . . . 18.75 16.50
1994
First Quarter . . . . . . . . . . . . . . . . . . $19.75 $14.63
Second Quarter . . . . . . . . . . . . . . . . . . 17.63 14.50
Third Quarter . . . . . . . . . . . . . . . . . . 20.38 15.75
Fourth Quarter . . . . . . . . . . . . . . . . . . 22.88 19.00
1995
First Quarter . . . . . . . . . . . . . . . . . . $23.13 $19.38
Second Quarter . . . . . . . . . . . . . . . . . . 22.63 18.63
Third Quarter . . . . . . . . . . . . . . . . . . 25.63 21.00
Fourth Quarter (through December 18, 1995) . . . . 23.38 19.88
</TABLE>
As of October 27, 1995, there were 6,878,462 shares of Common Stock
outstanding held by approximately 1,500 holders of record.
The Company declared and paid dividends of $.40 per share during 1992.
No cash dividends have been declared subsequent to December 31, 1992. In July
1993, the Company declared a 4% stock dividend payable to shareholders of
record on August 20, 1993. In October 1994, the Company declared a 5% stock
dividend payable to shareholders of record on October 28, 1994. In May 1995,
the Company declared a 5% stock dividend payable to shareholders of record on
May 26, 1995. Per share prices in the table above were not adjusted for
periods prior to the declaration of each stock dividend.
The payment of future dividends on the Common Stock and the amounts
thereof will be determined by Bell's Board of Directors in light of business
conditions, earnings and financial requirements of the Company and other
relevant factors.
-6-
<PAGE> 11
DESCRIPTION OF COMMON STOCK
Bell is authorized to issue up to 10,000,000 shares of Common Stock of
which 6,878,462 shares were outstanding as of October 27, 1995.
The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders, except that
holders are entitled to cumulate their votes in the 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. Holders
of Common Stock have no preemptive rights and no right to convert their Common
Stock into other securities. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and nonassessable.
In the event of a liquidation, dissolution or winding up of Bell,
holders of Common Stock are entitled to share with each other on a ratable
basis as a single class in the net assets of Bell available for distribution
after payments of liabilities and satisfaction of any preferential rights and
have no rights to convert their Common Stock into any other securities. The
rights, preferences and privileges of holders of the Common Stock are subject
to, and may be adversely affected by, the rights of holders of shares of any
series of preferred stock which Bell may designate and issue in the future.
The Company's Articles of Incorporation prohibits business
combinations between the Company and a person who owns 20% or more of the
voting stock of the Company (an "interested shareholder"), unless the business
combination is approved by 75% of the voting stock, and the majority of the
voting stock other than the voting stock of which the interested shareholder is
a beneficial owner. This prohibition does not apply if the business
combination is approved by the Company's Board of Directors prior to the person
becoming an interested shareholder, or, if a majority of the outstanding shares
of stock of the interested shareholder is owned by the Company.
The Transfer Agent and Registrar for the Common Stock is Harris Trust Company.
SELLING STOCKHOLDERS
The Selling Stockholders may sell the shares of Common Stock offered
hereby from time to time and may choose to sell less than all or none of such
shares.
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 Selling Stockholders
may sell all or a portion of 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.
-7-
<PAGE> 12
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 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 Selling Stockholders,
(b) the name of any such broker-dealers, (c) the number of shares involved,
(d) the price at which such shares are to be sold, (e) the commissions paid or
discounts or concessions allowed to such broker-dealers, where applicable,
(f) 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 (g) 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 offered hereby.
The Company may agree to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock 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.
The Company may agree to keep the registration statement relating to
the offering and sale by the Selling Stockholders of the shares of Common Stock
continuously effective until a fixed date or such earlier date as such shares
of Common Stock may be resold without registration under the provisions of the
Securities Act.
VALIDITY OF COMMON STOCK
The validity of the Common Stock to be offered hereby will be passed
upon for Bell by Irell & Manella, Los Angeles, California.
EXPERTS
The consolidated financial statements of the Company as of December
31, 1994 and for each of the fiscal years and the transition period in the
three and a half year period ended December 31, 1994 have been incorporated by
reference herein in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
-8-
<PAGE> 13
===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BELL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION HEREIN OR INCORPORATED BY REFERENCE HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE 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 OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . 5
Price Range of Common Stock and Dividend Policy . . . . . . . . . . . . . . . . . . 6
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Validity of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
500,000 SHARES
BELL INDUSTRIES, INC.
COMMON STOCK
--------------------
PROSPECTUS
JANUARY __, 1996
===============================================================================
-9-
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code (the "CCL") grants
each corporation organized thereunder, such as Bell, the power to indemnify its
directors and officers against liabilities for certain of their acts. Section
309(c) of the CCL permits a provision in the articles of incorporation of each
corporation organized thereunder, such as Bell, eliminating or limiting, with
certain exceptions, the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. The foregoing statements are subject to the detailed provisions of
Section 317 and 309(c) of the CCL.
Article Five of Bell's Bylaws provides that each person who is or was
a director or officer of Bell shall be indemnified by Bell as a right to the
full extent permitted or authorized by the CCL. 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.
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.
(a) EXHIBITS
4.1 Form of Restated Articles of Incorporation of Bell
Industries, Inc. (incorporated by reference to
Exhibit 3.1 on Form 8-B filed on March 22, 1995).
4.2 Form of Restated Bylaws of Bell Industries, Inc.
(incorporated by reference to Exhibit 3.2 on Form 8-B
filed on March 22, 1995).
5.1 Opinion of Irell & Manella.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Irell & Manella (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages
filed herewith).
- ------------------------
(b) FINANCIAL STATEMENT SCHEDULES.
No schedules required.
(c) REPORTS, OPINIONS AND APPRAISALS MATERIALLY RELATING TO THE
TRANSACTION.
Not applicable.
II-1
<PAGE> 15
ITEM 22. 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.
(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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant, 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 expenses incurred or paid by a director, officer
or controlling person of the registrant in 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 the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b) or 11 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
II-2
<PAGE> 16
(e) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective, except
where the transaction in which the securities being offered pursuant to this
Registration Statement would itself qualify for an exemption from Section 5 of
the Securities Act, absent the existence of other similar (prior or subsequent)
transactions.
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<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, as of December 20, 1995.
BELL INDUSTRIES, INC.
a California Corporation
By: TRACY A. EDWARDS
-------------------------
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Tracy A. Edwards 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 either of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 18, 1995.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
THEODORE WILLIAMS
________________________ Chairman of the Board and Chief Executive Officer
Theodore Williams (principal executive officer)
TRACY A. EDWARDS
________________________ Vice President and Chief Financial Officer (principal
Tracy A. Edwards financial and accounting officer)
BRUCE M. JAFFE
________________________ Director, President and Chief Operating Officer
Bruce M. Jaffe
GORDON M. GRAHAM
________________________ Director and Senior Vice President
Gordon M. Graham
JOHN J. COST
________________________ Director and Secretary
John J. Cost
ANTHONY L. CRAIG
________________________ Director
Anthony L. Craig
MILTON ROSENBERG
________________________ Director
Milton Rosenberg
CHARLES S. TROY
________________________ Director
Charles S. Troy
</TABLE>
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<PAGE> 18
EXHIBIT INDEX
The exhibits listed below are filed herein.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- -----------
<S> <C>
5.1 Opinion of Irell & Manella (including consent)
23.1 Consent of Price Waterhouse LLP
</TABLE>
<PAGE> 1
EXHIBIT 5.1
December 21, 1995
Bell Industries, Inc.
11812 San Vicente Boulevard
Los Angeles, California 90049-5069
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission on December 21, 1995, in connection with the registration by Bell
Industries, Inc. (the "Company") of 500,000 shares of the Company's Common
Stock (the "Shares") that may be offered and issued by the Company from time to
time in connection with acquisitions of other businesses or properties by the
Company, and which may be resold or reoffered by persons who acquire such
shares pursuant to the Registration Statement. As your counsel in connection
with this transaction, we have examined the proceedings proposed to be taken in
connection with said offer and sale of the Shares, 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 Shares, such Shares when sold and
issued in the manner referred to in the Registration Statement 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
<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-4 of Bell
Industries, Inc. of our report dated February 1, 1995 appearing on page 10 of
Bell Industries, Inc.'s Transition Report on Form 10-K for the transition
period from July 1, 1994 to December 31, 1994. We also consent to the
references to us under the headings "Experts" and "Selected Consolidated
Financial Data" in such Prospectus. However, it should be noted that Price
Waterhouse LLP has not prepared or certified such "Selected Consolidated
Financial Data."
Price Waterhouse LLP
Los Angeles, California
December 20, 1995
