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As filed with the Securities and Exchange Commission on March 10, 1995
Registration No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
DELAWARE 95-2039211
(State of Incorporation) (I.R.S. Employer
Identification Number)
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11812 San Vicente Boulevard, Los Angeles, California 90049-5069
(Address of Principal Executive Office)
1994 Stock Option Plan
(Full Title of the Plan)
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<S> <C>
THEODORE WILLIAMS Copy to:
Chairman of the Board, President and JOHN J. COST, ESQ.
Chief Executive Officer Irell & Manella
Bell Industries, Inc. 333 South Hope Street
11812 San Vicente Boulevard Suite 3300
Los Angeles, California 90049-5069 Los Angeles, California 90071-3042
(310) 826-2355 (213) 620-1555
(Name, Address and Telephone Number, Including
Area Code, of Registrant's Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock, $.25 500,000(2) $21.00 $10,500,000 $3,621
par value per share
============================================================================================================
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(1) Pursuant to Rule 457(h) under the Securities Act of 1933 (the
"Securities Act"), estimated solely for the purpose of calculating the
registration fee based upon the last sale price of Registrant's Common
Stock on the New York Stock Exchange on February 27, 1995.
(2) In addition, pursuant to Rule 416 under the Securities Act, this
Registration Statement also covers an indeterminate number of shares
as may become issuable by reason of the anti-dilution provisions of
the plan described herein.
PAGE 1 OF 11 PAGES
INDEX APPEARS AT PAGE 9
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are incorporated
by reference in this Registration Statement on Form S-8. In addition, all
documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
(a) Registrant's Transition Report on Form 10-K for the
transition period from July 1, 1994 through
December 31, 1994;
(b) Registrant's definitive Proxy Statement dated
September 19, 1994, with respect to its Annual
Meeting of Stockholders held on November 1, 1994;
(c) Registrant's preliminary Proxy Statement with respect
to its Annual Meeting of Stockholders to be held on
May 9, 1995, filed with the Securities and Exchange
Commission on February 22, 1995;
(d) The description of Registrant's Common Stock
contained in Registrant's Registration Statement on
Form 8-A, filed with the Securities and Exchange
Commission on April 22, 1977 pursuant to Section 12
of the Exchange Act, including any amendment or
report filed for the purpose of updating such
description.
Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not
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be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware ("GCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of
any action by or in the right of the corporation, no indemnification may be
made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
In addition, Section 145 of the GCL states that the
indemnification and advancement of expenses provided by, or granted pursuant
to, Section 145 shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled; and that the corporation shall
have the power to purchase and maintain insurance on behalf of any such
director, officer, employee or agent of the corporation against any liability
asserted against him or her and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under Section
145.
Section 102(b)(7) of the GCL provides that the Certificate of
Incorporation may contain a provision eliminating or limiting the personal
liability of a director of the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in
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good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of Registrant's Bylaws provides that each director
and officer, whether or not then in office, shall be indemnified by the
corporation to the full extent permitted by the provisions of Section 145 of
the GCL, as amended, or the provisions of any more restrictive laws governing
the corporation as at the time may be applicable.
Article Tenth of Registrant's Certificate of Incorporation
contains the above-referenced provision limiting the personal liability of
directors of the corporation for monetary damages for breach of fiduciary duty
as a director.
Registrant has entered into indemnification agreements with
its directors and officers and has obtained directors' and officers' liability
insurance which protect such directors and officers against certain liabilities
which may arise from the performance of their respective duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 1994 Stock Option Plan (incorporated by reference to
Registrant's definitive Proxy Statement dated September 19,
1994 for its 1994 Annual Meeting of Stockholders)
4.2 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 2 to Registrant's Form 8-B dated
November 19, 1979)
4.3 Registrant's Bylaws and Amendment to Bylaws (incorporated
by reference to Exhibit 4 to Registrant's Form 8-B dated
November 19, 1979 and Exhibit 3 to Registrant's Form 8-K
dated November 4, 1992, respectively)
4.4 Specimen of Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 5 to Amendment Number
1 of Registrant's Form 8-B filed January 15, 1980)
5 Opinion of Irell & Manella as to the legality of the shares
of Common Stock being registered
23.1 Consent of Independent Accountants
23.2 Consent of Irell & Manella (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of Registrant pursuant to
the foregoing provisions or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director,
officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 9th day
of March, 1995.
BELL INDUSTRIES, INC.
a Delaware corporation
By: /s/ THEODORE WILLIAMS
------------------------------------
Theodore Williams
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Theodore Williams and John J.
Cost, or either of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including without
limitation post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that either of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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/s/ THEODORE WILLIAMS Chairman of the Board March 9, 1995
--------------------------------- and Chief Executive Officer (principal
Theodore Williams executive officer)
/s/ TRACY A. EDWARDS Vice President and Chief Financial March 9, 1995
--------------------------------- Officer (principal financial and
Tracy A. Edwards accounting officer)
/s/ BRUCE M. JAFFE Director, President and Chief Operating March 9, 1995
--------------------------------- Officer
Bruce M. Jaffe
/s/ GORDON M. GRAHAM Director and Senior Vice President March 9, 1995
---------------------------------
Gordon M. Graham
Director and Secretary March __, 1995
---------------------------------
John J. Cost
Director March __, 1995
---------------------------------
Anthony L. Craig
Director March __, 1995
---------------------------------
Milton Rosenberg
/s/ CHARLES S. TROY Director March 9, 1995
---------------------------------
Charles S. Troy
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EXHIBIT INDEX
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Exhibit Description
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4.1 1994 Stock Option Plan (incorporated by reference to
Registrant's definitive Proxy Statement dated September 19,
1994 for its 1994 Annual Meeting of Stockholders)
4.2 Registrant's Certificate of Incorporation (incorporated by
reference to Exhibit 2 to Registrant's Form 8-B dated
November 19, 1979)
4.3 Registrant's Bylaws and Amendment to Bylaws (incorporated by
reference to Exhibit 4 to Registrant's Form 8-B dated
November 19, 1979 and Exhibit 3 to Registrant's Form 8-K
dated November 4, 1992, respectively)
4.4 Specimen of Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 5 to Amendment Number 1
of Registrant's Form 8-B filed January 15, 1980)
5 Opinion of Irell & Manella as to the legality of the shares
of Common Stock being registered
23.1 Consent of Independent Accountants
23.2 Consent of Irell & Manella (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
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EXHIBIT 5
March 9, 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-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration of 500,000 shares of the Common
Stock, $.25 par value per share (the "Common Stock"), of Bell Industries, Inc.,
a Delaware corporation (the "Company"), for sale and issuance pursuant to the
Company's 1994 Stock Option Plan (the "Stock Option Plan"). As your counsel in
connection with this transaction, we have examined the proceedings proposed to
be taken in connection with the Stock Option Plan and the sale and issuance of
the Common Stock pursuant thereto and such other matters and documents as we
have deemed necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that upon completion of
the proceedings being taken or which we, as your counsel, contemplate will be
taken prior to the sale and issuance of the Common Stock, such Common Stock,
when sold and issued in the manner referred to in the Registration Statement
and the Stock Option Plan, will be legally and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Irell & Manella
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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.
PRICE WATERHOUSE LLP
Los Angeles, California
March 9, 1995
