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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BELL INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
CALIFORNIA 95-2039211
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1960 E. Grand Avenue, Suite 560, El Segundo, CA 90245
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
<S> <C>
COMMON STOCK AMERICAN STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS AMERICAN STOCK EXCHANGE
</TABLE>
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
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(Title of class)
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Item 1. Description of Securities To Be Registered
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Bell Industries, Inc., a California
corporation ("Bell")consists of 35,000,000 shares of common stock, and 1,000,000
shares of preferred stock. The following summary of Bell's common stock and
preferred stock does not purport to be complete and is subject to, and qualified
in its entirety by, Bell's Restated Articles of Incorporation and bylaws and by
the provisions of applicable law.
The holders of Bell's common stock are entitled to one vote per share on
all matters to be voted upon by the shareholders. Subject to preferences that
maybe applicable to any outstanding preferred stock, the holders of common stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the board of directors out of funds legally available therefor.
In the event of the liquidation, dissolution or winding up of Bell, the holders
of common stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior distribution rights of preferred stock,
if any, then outstanding. The common stock has no preemptive or conversion
rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock. Bell's bylaws provide that at any
election of directors, every shareholder is entitled to cumulate his or her
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which the shareholder's share
are entitled, or distribute the shareholder's votes on the same principle among
as many candidates as the shareholder thinks fit. All outstanding shares of
common stock are fully paid and nonassessable.
Bell's Restated Articles of Incorporation contain provisions requiring
super-majority votes to approve change of control transactions, as well as
provisions limiting the ability of Bell to purchase shares of Bell's stock from
certain significant shareholders at prices above the market prices. These
provisions are described further in Bell's proxy statement filed March 21, 1995
and are set forth in Articles 7 and 8 of Bell's Restated Articles of
Incorporation.
The board of directors has the authority to issue the preferred stock in
one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the designation
of such series, without further vote or action by the stockholders. No preferred
stock is outstanding.
As of March 10, 2000, there are warrants outstanding to purchase 526,556
shares of common stock, which will expire on February 1, 2001.
The description of Bell's preferred share purchase rights is
incorporated by reference to Bell's Form 8-A, dated February 25, 1999.
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Item 2. Exhibits.
The following exhibits are filed as part of this Registration Statement
on Form 8-A/A:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1. The Restated Articles of Incorporation and Restated By-laws of
Bell are incorporated by reference to Exhibits 3.1 and 3.2,
respectively, of Bell's Form 8-B, dated March 22, 1995, as
amended
2. Rights Agreements, dated as of February 1, 1999, by and between
Bell Industries, Inc. and Harris Trust Company of California,
as Rights Agent. (Incorporated by reference to Exhibit 1 of
Bell's Form 8-A, filed February 25, 1999).
</TABLE>
SIGNATURES
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.
BELL INDUSTRIES, INC.
Dated: March 10, 2000 By: /s/ RUSSELL A. DOLL
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Russell A. Doll
Senior Vice President -
Chief Financial Officer
