<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 33-58037
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-2039211
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
11812 SAN VICENTE BOULEVARD, LOS ANGELES, CALIFORNIA 90049-5069
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
1994 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
<TABLE>
<S> <C>
TRACY A. EDWARDS COPY TO:
VICE PRESIDENT AND JOHN J. COST, ESQ.
CHIEF FINANCIAL OFFICER IRELL & MANELLA LLP
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)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 600,000(2) $17.25 $10,350,000 $3,105
===========================================================================================================================
</TABLE>
(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 July 23, 1997.
(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 10 PAGES
INDEX APPEARS AT PAGE 8
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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 Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) Registrant's Quarterly Report on Form 10-Q for the three
month period ended June 30, 1997;
(c) Registrant's Proxy Statement with respect to its Annual
Meeting of Stockholders held on May 13, 1997;
(d) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form S-4 (Reg. No.
33-65229), filed with the Securities and Exchange Commission
on December 21, 1995.
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 be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
2
<PAGE> 3
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 317 of the California Corporations Code (the "CCL") allows
each corporation incorporated thereunder, such as Registrant, 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 eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director. Registrant's articles of
incorporation contain such a provision.
Article Five of Registrant's Bylaws provides that each person who is
or was a director or officer of Registrant shall be indemnified by Registrant as
a right to the full extent permitted by the CCL. Registrant has also entered
into indemnity agreements with its directors and executive officers. These
agreements provide for indemnification of such individuals in cases where
indemnification might not otherwise be available. Registrant 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)
4.1.1 Amendment to 1994 Stock Option Plan increasing the number of
shares issuable thereunder from 500,000 to one million
4.2 Registrant's Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registrant's Form 8-B dated March
22, 1995, as amended)
4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.2
to Registrant's Form 8-B dated March 22, 1995, as amended)
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
3
<PAGE> 4
23.1 Consent of Independent Accountants
23.2 Consent of Irell & Manella (included in Exhibit 5)
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.
(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.
4
<PAGE> 5
(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.
5
<PAGE> 6
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 Amendment to
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 8th
day of August 1997.
BELL INDUSTRIES, INC.
a California corporation
By: Tracy A. Edwards
Vice President and Chief Financial
Officer
6
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(1) Chairman of the Board August 8, 1997
- ------------------------------------ and Chief Executive Officer (principal
Theodore Williams executive officer)
/s/ Tracy A. Edwards Vice President and Chief Financial August 8, 1997
- ---------------------------------- Officer (principal financial and
accounting officer)
(1) Director and President and Chief August 8, 1997
- ------------------------------------ Operating Officer
Gordon M. Graham
(1) Director and Secretary August 8, 1997
- ------------------------------------
John J. Cost
(1) Director August 8, 1997
- ------------------------------------
Anthony L. Craig
(1) Director August 8, 1997
- ------------------------------------
Milton Rosenberg
(1) Director August 8, 1997
- ------------------------------------
Charles S. Troy
</TABLE>
(1) By John J. Cost, Attorney-in-fact
7
<PAGE> 8
EXHIBIT INDEX
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<TABLE>
Sequentially
Exhibit Description Numbered Page
<S> <C> <C>
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)
4.1.1 Amendment to 1994 Stock Option Plan (incorporated by reference to
Exhibit 99 to Registrant's Form 10-Q for the three month period
ended June 30, 1997)
4.2 Registrant's Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to Registrant's Form 8-B dated March 22, 1995, as
amended)
4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to
Registrant's Form 8-B dated March 22, 1995, as amended)
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)
</TABLE>
8
<PAGE> 1
EXHIBIT 5
August 8, 1997
Bell Industries, Inc.
11812 San Vicente Boulevard
Los Angeles, California 90049-5069
Ladies and Gentlemen:
We have examined Amendment No. 1 to the Registration Statement on Form
S-8, registration number 33-58037 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission in connection with the
registration of 600,000 shares of the Common Stock (the "Common Stock"), of Bell
Industries, Inc., a California corporation (the "Company"), for sale and
issuance pursuant to the Company's 1994 Stock Option Plan, as amended (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 LLP
<PAGE> 1
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 4, 1997 appearing on page 12
of Bell Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
Los Angeles, California
August 8, 1997
