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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-B/A
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CALIFORNIA BELL INDUSTRIES, INC.
(NAME WILL BE CHANGED TO BELL INDUSTRIES, INC.)
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(Exact Name of Registrant as Specified in Its Charter)
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California 95-4530889
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer
Identification No.)
11812 San Vicente Blvd., Los Angeles, CA 90049-5069
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(Address of Principal Executive Offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock New York and Pacific Stock Exchanges
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
NONE
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION.
(a) Registrant was incorporated, as a corporation, under the laws
of the State of California on May 10, 1995.
(b) Registrant's fiscal year ends on December 31st.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Bell Industries, Inc., a Delaware corporation.
(b) On May 9, 1995, the shareholders of Bell Industries, Inc., a
Delaware corporation ("Delaware Bell"), approved changing the jurisdiction of
its incorporation from Delaware to California. The reincorporation is to be
accomplished by merging Delaware Bell with and into registrant with the name of
the registrant to be changed to "Bell Industries, Inc." upon effectiveness of
the merger. It is anticipated that the merger will become effective on
June 30, 1995. Approval of the shareholders of Delaware Bell was solicited
pursuant to Regulation 14A. The shares of common stock of Delaware Bell are
listed on the New York and Pacific Stock Exchanges and it is expected that the
shares of registrant will also be so listed. In the merger, each outstanding
share of Delaware Bell's common stock will be converted by operation of law
into a share of common stock of registrant. Further all outstanding stock
options and warrants of Delaware Bell will become equivalent stock options and
warrants of registrant.
ITEM 3. SECURITIES TO BE REGISTERED.
As of March 17, 1995 (the record date for determining shareholders
entitled to vote on the reincorporation), there were issued and outstanding
6,498,105 shares of Delaware Bell's common stock. Registrant has 10,000,000
shares of common stock authorized and, upon the effectiveness of the merger of
Delaware Bell, will have approximately 6,823,010 shares outstanding (gives
effect to a 5% stock dividend declared by Delaware Bell payable June 7, 1995 to
its stockholders of record on May 26, 1995). Currently, there are one hundred
shares outstanding which are owned by Delaware Bell. Registrant will have no
shares of its common stock owned by it.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Holders of shares of common stock are entitled to one vote per share
on all matters to be voted on by the shareholders, except that holders are
entitled to cumulate their votes in the election of directors upon the giving
of notice by any shareholder to registrant prior to the vote. Holders of common
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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 outstanding
preferred stock. Holders of shares of common stock have no preemptive rights
and are not liable for further calls or assessments.
Registrant's Articles of Incorporation prohibits business combinations
between registrant and a person who owns 20% or more of the voting stock of
registrant (an "interested shareholders"), 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 registrant'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 registrant.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. As the capital structure and balance
sheet of registrant after the merger will be essentially the same as Delaware
Bell, its predecessor, no financial statements are being filed.
(b) Exhibits.
2.1 Agreement of Merger dated May 9, 1995 between Bell Industries,
Inc. and California Bell Industries, Inc. (FILED MARCH 22, 1995 AS AN EXHIBIT
TO FORM 8-B).
3.1 Form of Restated Articles of Incorporation of registrant
(FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
3.2 Form of Restated By-laws of registrant (FILED MARCH 22, 1995
AS AN EXHIBIT TO FORM 8-B).
4.2 The Note Purchase Agreement dated February 1, 1991 among Bell*
and Insurance Companies named therein providing for the issuance of Bell's
$50,000,000 of 9.7% Senior Notes due February 1, 2001 is incorporated by
reference to Exhibit 4.b of the Form 10-K dated June 30, 1991.
4.3 The First Amendment Agreement, including as exhibits thereto,
the Collateral Trust Indenture and Security Agreement, dated June 1, 1992,
among Bell* and Insurance Companies named therein providing for certain
amendments to the Note Purchase
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*Bell Industries, Inc. (Commission File No. 1-7899), the predecessor of
Registrant.
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Agreement dated February 1, 1991 is incorporated by reference to Exhibit 4.c of
the Form 10-K dated June 30, 1992.
4.4 The Second Amendment Agreement dated September 15, 1993, among
Bell* and Insurance Companies named therein providing for certain amendments to
the Note Purchase Agreement dated February 1, 1991 is incorporated by reference
to Exhibit 4.d of the Form 10-K dated June 30, 1993.
4.5 Warrant Agreement dated September 15, 1993 including Form of
Warrant Certificate issued to the named Insurance Companies included in the
Note Purchase Agreement dated February 1, 1991, as amended, is incorporated by
reference to Exhibit 4.e of the Form 10-K dated June 30, 1993.
4.6 Amendment Agreement dated March 29, 1994, between Bell* and
the Security Trustee named therein providing for certain amendments to the
Collateral Trust Indenture and Security Agreement included with the First
Amendment Agreement dated June 1, 1992, is incorporated by reference to Exhibit
4.f of the Form 10-K dated June 30, 1994.
4.7 Letter Agreement dated May 17, 1994, among Bell* and Insurance
Companies named therein providing for certain amendments to the Warrant
Agreement dated September 15, 1993, is incorporated by reference to Exhibit 4.g
of the Form 10-K dated June 30, 1994.
10.1 The Employment and Deferred Compensation Agreements dated
January 1, 1979 and the Amendment thereto dated August 6, 1979 concerning
certain officers of Registrant are incorporated by reference to Exhibits 9A, 9C
and 9D to Amendment number 1 to Registrant's Form 8-B dated November 19, 1979.
10.2 The 1990 Stock Option and Incentive Plan is incorporated by
reference to Exhibit A of Registrant's definitive Proxy Statement (File No.
1-7899) filed in connection with the Annual Meeting of Shareholders held
November 2, 1993.
10.3 The 1993 Employee's Stock Purchase Plan is incorporated by
reference to Exhibit A of Bell's* definitive Proxy Statement (File No. 1-7899)
filed in connection with the Annual Meeting of Shareholders held November 2,
1993.
10.4 The Amendment to Employment and Deferred Compensation
Agreement dated September 14, 1994 is incorporated by reference to Exhibit (10)
of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994.
10.5 The Bell Industries, Inc. Directors' Retirement Plan for
Non-employees is incorporated by reference to Exhibit (99) of Bell's* Quarterly
Report on Form 10-Q dated September 30, 1994.
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10.6 The 1994 Stock Option Plan is incorporated by reference to
Exhibit A of Bell's* definitive Proxy Statement (File No. 1-7899) filed in
connection with the Annual Meeting of Shareholders held on November 1, 1994.
10.7 Revised Employment and Deferred Compensation Agreement dated
February 15, 1995 between Bell* and Bruce M. Jaffe (FILED MARCH 22, 1995 AS AN
EXHIBIT TO FORM 8-B).
10.8 Revised Employment and Deferred Compensation Agreement dated
February 15, 1995 between Bell* and Paul F. Doucette (FILED MARCH 22, 1995 AS
AN EXHIBIT TO FORM 8-B).
10.9 Form of Severance Agreement between Bell* and its executive
officers, other than Messrs. Williams, Jaffe and Doucette (FILED MARCH 22, 1995
AS AN EXHIBIT TO FORM 8-B).
10.10 Form of Indemnity Agreement between Bell* and its executive
officers and directors (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
21. Subsidiaries of Bell* (will become subsidiaries of registrant
upon effectiveness of the merger) is incorporated by reference to Exhibit 22
to Bell* Form 10-K for the fiscal year ended June 30, 1994.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: June 15, 1995 CALIFORNIA BELL INDUSTRIES, INC.
By: s/
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(John J. Cost, Secretary)
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EXHIBIT INDEX
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Exhibits Page
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2.1 Agreement of Merger dated May 9, 1995 between Bell Industries, Inc. and California Bell Industries, Inc.
(FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
3.1 Form of Restated Articles of Incorporation of registrant (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
3.2 Form of Restated By-laws of registrant (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
4.2 The Note Purchase Agreement dated February 1, 1991 among Bell** and Insurance Companies named therein
providing for the issuance of Bell's $50,000,000 of 9.7% Senior Notes due February 1, 2001 is incorporated
by reference to Exhibit 4.b of the Form 10-K dated June 30, 1991.
4.3 The First Amendment Agreement, including as exhibits thereto, the Collateral Trust Indenture and Security
Agreement, dated June 1, 1992, among Bell* and Insurance Companies named therein providing for certain
amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by reference to
Exhibit 4.c of the Form 10-K dated June 30, 1992.
4.4 The Second Amendment Agreement dated September 15, 1993, among Bell* and Insurance Companies named therein
providing for certain amendments to the Note Purchase Agreement dated February 1, 1991 is incorporated by
reference to Exhibit 4.d of the Form 10-K dated June 30, 1993.
4.5 Warrant Agreement dated September 15, 1993 including Form of Warrant Certificate issued to the named
Insurance Companies included in the Note Purchase Agreement dated February 1, 1991, as amended, is
incorporated by reference to Exhibit 4.e of the Form 10-K dated June 30, 1993.
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**Bell Industries, Inc. (Commission File No. 1-7899), the predecessor of
Registrant.
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4.6 Amendment Agreement dated March 29, 1994, between Bell* and the Security Trustee named therein providing for
certain amendments to the Collateral Trust Indenture and Security Agreement included with the First Amendment
Agreement dated June 1, 1992, is incorporated by reference to Exhibit 4.f of the Form 10-K dated June 30,
1994.
4.7 Letter Agreement dated May 17, 1994, among Bell* and Insurance Companies named therein providing for certain
amendments to the Warrant Agreement dated September 15, 1993, is incorporated by reference to Exhibit 4.g of
the Form 10-K dated June 30, 1994.
10.1 The Employment and Deferred Compensation Agreements dated January 1, 1979 and the Amendment thereto dated
August 6, 1979 concerning certain officers of Registrant are incorporated by reference to Exhibits 9A, 9C
and 9D to Amendment number 1 to Registrant's Form 8-B dated November 19, 1979.
10.2 The 1990 Stock Option and Incentive Plan is incorporated by reference to Exhibit A of Registrant's definitive
Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November
2, 1993.
10.3 The 1993 Employee's Stock Purchase Plan is incorporated by reference to Exhibit A of Bell's* definitive
Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November
2, 1993.
10.4 The Amendment to Employment and Deferred Compensation Agreement dated September 14, 1994 is incorporated by
reference to Exhibit (10) of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994.
10.5 The Bell Industries, Inc. Directors' Retirement Plan for Non-employees is incorporated by reference to
Exhibit (99) of Bell's* Quarterly Report on Form 10-Q dated September 30, 1994.
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10.6 The 1994 Stock Option Plan is incorporated by reference to Exhibit A of Bell's* definitive Proxy Statement
(File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held on November 1, 1994.
10.7 Revised Employment and Deferred Compensation Agreement dated February 15, 1995 between Bell* and Bruce M.
Jaffe (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
10.8 Revised Employment and Deferred Compensation Agreement dated February 15, 1995 between Bell* and
Paul F. Doucette (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
10.9 Form of Severance Agreement between Bell* and its executive officers, other than Messrs. Williams, Jaffe
and Doucette (FILED MARCH 22, 1995 AS AN EXHIBIT TO FORM 8-B).
10.10 Form of Indemnity Agreement between Bell* and its executive officers and directors (FILED MARCH 22, 1995
AS AN EXHIBIT TO FORM 8-B).
21. Subsidiaries of Bell* incorporated by reference to Exhibit 22 of Bell* Form 10-K for the fiscal year
ended June 30, 1994 (will become subsidiaries of registrant upon effectiveness of the merger).
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