<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
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)
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)
NON-EMPLOYEE DIRECTOR
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 180,000(2) $17.25 $3,105,000 $931.50
===========================================================================================================================
</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 Non-Employee Director Stock Option Plan (incorporated by
reference to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995)
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
3
<PAGE> 4
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
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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 8th day of
August 1997.
BELL INDUSTRIES, INC.
a California corporation
By: /s/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 and 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, lawfully 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.
6
<PAGE> 7
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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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Theodore Williams Chairman of the Board August 8, 1997
and Chief Executive Officer (principal
executive officer)
/s/ Tracy A. Edwards Vice President and Chief Financial August 8, 1997
Officer (principal financial and
accounting officer)
/s/ Gordon M. Graham Director and President and Chief August 8, 1997
Operating Officer
/s/ John J. Cost Director and Secretary August 8, 1997
- --------------------------- Director August 8, 1997
Anthony L. Craig
/s/ Milton Rosenberg Director August 8, 1997
/s/ Charles S. Troy Director August 8, 1997
- --------------------------- Director August 8, 1997
Herbert Davidson
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
4.1 Non-Employee Director Stock Option Plan (incorporated by
reference to Registrant's Form 10-K for the year ended December
31, 1995)
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 the Registration Statement on Form S-8, registration
number 33- (the "Registration Statement") to be filed by you with the Securities
and Exchange Commission in connection with the registration of 180,000 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
Non-Employee Director Stock Option Plan, as amended (the "Director Stock Option
Plan"). As your counsel in connection with this transaction, we have examined
the proceedings proposed to be taken in connection with the Director 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 Director 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
