-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8hl/YXVADQMEmTmH2SI1RLc3DqxCaG7FEy/IHTmwBY+bY/CFSIOzRDOnnPeUSgc LijE7SrocopUxSzwY+aQWQ== 0000921895-10-000448.txt : 20100401 0000921895-10-000448.hdr.sgml : 20100401 20100401172721 ACCESSION NUMBER: 0000921895-10-000448 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100401 DATE AS OF CHANGE: 20100401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELL MICROPRODUCTS INC CENTRAL INDEX KEY: 0000900708 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 943057566 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43709 FILM NUMBER: 10725816 BUSINESS ADDRESS: STREET 1: 1941 RINGWOOD AVE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 BUSINESS PHONE: 4084519400 MAIL ADDRESS: STREET 1: 1941 RINGWOOD AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13G/A 1 sc13ga306297076_03312010.htm AMENDMENT NO. 3 TO THE SCHEDULE 13G sc13ga306297076_03312010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)1
 

Bell Microproducts Inc.
 (Name of Issuer)
 
Common stock, $0.01 par value
 (Title of Class of Securities)
 
078137106
 (CUSIP Number)
 
March 31, 2010
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
235,200
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
235,200
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
235,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
LESS THAN 1%
12
TYPE OF REPORTING PERSON
 
CO

 
2
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
235,200
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
235,200
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
235,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
LESS THAN 1%
12
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
RCG PB, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
235,200
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
235,200
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
235,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
LESS THAN 1%
12
TYPE OF REPORTING PERSON
 
CO

 
4
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
COWEN OVERSEAS INVESTMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
89,600
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
89,600
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
89,600
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
LESS THAN 1%
12
TYPE OF REPORTING PERSON
 
PN

 
5
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
560,000
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
560,000
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
IA, OO

 
6
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
560,000
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
560,000
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
560,000
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
560,000
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
CO

 
8
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
560,000
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
560,000
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
OO

 
9
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
560,000
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
560,000
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
OO

 
10
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
560,000
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
560,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
IN

 
11
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
560,000
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
560,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
IN

 
12
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
560,000
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
560,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
IN

 
13
 
CUSIP NO. 078137106
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
560,000
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
560,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
560,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.7%
12
TYPE OF REPORTING PERSON
 
IN

 
14
 
CUSIP NO. 078137106
 
Item 1(a).
Name of Issuer:

Bell Microproducts Inc., a California corporation (the “Issuer”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

1941 Ringwood Avenue
San Jose, California 95131

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship

Ramius Navigation Master Fund Ltd (“Navigation Master Fund”)
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
Citizenship: Cayman Islands

Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”)
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
Citizenship: Cayman Islands

RCG PB, Ltd (“RCG PB”)
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
Citizenship: Cayman Islands

Cowen Overseas Investment LP (“COI”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware
 
 
15
 
CUSIP NO. 078137106

Ramius LLC (“Ramius”)
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Cowen Group, Inc. (“Cowen”)
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Holdings LLC (“RCG Holdings”)
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

C4S & Co., L.L.C. (“C4S”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Peter A. Cohen
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Morgan B. Stark
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Thomas W. Strauss
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Jeffrey M. Solomon
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Item 2(d).
Title of Class of Securities:

Common stock, $0.01 par value (the “Common Stock”)

Item 2(e).
CUSIP Number:

078137106
 
 
16
 
CUSIP NO. 078137106

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
 
/x/
Not applicable.
 
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership

 
(a)
Amount beneficially owned:

As of the close of business on March 31, 2010, Navigation Master Fund owned directly 235,200 shares of Common Stock.

As of the close of business on March 31, 2010, Enterprise Master Fund owned directly 235,200 shares of Common Stock.

RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 235,200 shares of Common Stock owned directly by Navigation Master Fund.

As of the close of business on March 31, 2010, COI owned directly 89,600 shares of Common Stock.

Ramius Advisors, as the investment advisor of each of Navigation Master Fund and Enterprise Master Fund and the general partner of COI, may be deemed the beneficial owner of the (i) 235,200 shares of Common Stock owned directly by Navigation Master Fund, (ii) 235,200 shares of Common Stock owned directly by Enterprise Master Fund and (iii) 89,600 shares of Common Stock owned directly by COI.
 
 
17
 
CUSIP NO. 078137106

Ramius, as the sole member of Ramius Advisors, may be deemed the beneficial owner of the (i) 235,200 shares of Common Stock owned directly by Navigation Master Fund, (ii) 235,200 shares of Common Stock owned directly by Enterprise Master Fund and (iii) 89,600 shares of Common Stock owned directly by COI.

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 235,200 shares of Common Stock owned directly by Navigation Master Fund, (ii) 235,200 shares of Common Stock owned directly by Enterprise Master Fund and (iii) 89,600 shares of Common Stock owned directly by COI.

RCG Holdings, as the majority shareholder of Cowen, may be deemed the beneficial owner of the (i) 235,200 shares of Common Stock owned directly by Navigation Master Fund, (ii) 235,200 shares of Common Stock owned directly by Enterprise Master Fund and (iii) 89,600 shares of Common Stock owned directly by COI.

C4S, as the managing member of Ramius, may be deemed the beneficial owner of the (i) 235,200 shares of Common Stock owned directly by Navigation Master Fund, (ii) 235,200 shares of Common Stock owned directly by Enterprise Master Fund and (iii) 89,600 shares of Common Stock owned directly by COI.

Messrs. Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be deemed the beneficial owners of the (i) 235,200 shares of Common Stock owned directly by Navigation Master Fund, (ii) 235,200 shares of Common Stock owned directly by Enterprise Master Fund and (iii) 89,600 shares of Common Stock owned directly by COI.

The Reporting Persons collectively own 3.75% Convertible Subordinated Notes Due 2024 (the “Notes”) convertible into shares of Common Stock under certain circumstances at an initial conversion rate of 91.2596 shares of Common Stock per Note with a principal amount of $1,000, subject to adjustment upon the occurrence of certain events, which is equivalent to a conversion price of approximately $10.958 per share.  The Notes are not convertible into shares of Common Stock at this time.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  In addition, each of RCG PB, Ramius Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the shares of Common Stock beneficially owned by Navigation Master Fund, Enterprise Master Fund and COI and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.

 
(b)
Percent of class:

Based on 32,344,134 shares outstanding as of March 25, 2010, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2010.

As of the close of business on March 31, 2010, Navigation Master Fund owned directly less than 1% of the outstanding shares of Common Stock.  RCG PB may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock.
 
 
18
 
CUSIP NO. 078137106

As of the close of business on March 31, 2010, Enterprise Master Fund owned directly less than 1% of the outstanding shares of Common Stock.

As of the close of business on March 31, 2010, COI owned directly less than 1% of the outstanding shares of Common Stock.

As of the date hereof, each of Ramius Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own approximately 1.7% of the outstanding shares of Common Stock.

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.
Notice of Dissolution of Group.

Not applicable.
 
 
19
 
CUSIP NO. 078137106

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
20
 
CUSIP NO. 078137106

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  April 1, 2010

RAMIUS NAVIGATION MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RCG PB, LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
COWEN OVERSEAS INVESTMENT LP
By:  Ramius Advisors, LLC,
its general partner
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its managing member
 
C4S & CO., L.L.C.
 
 

By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory


/s/ Jeffrey M. Solomon
  
JEFFREY M. SOLOMON
  
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
  
 
 
21
 
 EX-99.1 2 ex991to13ga306297076_033110.htm JOINT FILING AGREEMENT ex991to13ga306297076_033110.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on Amendment No. 3 to the Schedule 13G dated April 1, 2010 with respect to the shares of Common Stock, par value $0.01 per share, of Bell Microproducts Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated:  April 1, 2010

RAMIUS NAVIGATION MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RCG PB, LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
COWEN OVERSEAS INVESTMENT LP
By:  Ramius Advisors, LLC,
its general partner
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its managing member
 
C4S & CO., L.L.C.
 
 

By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory


/s/ Jeffrey M. Solomon
  
JEFFREY M. SOLOMON
  
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
  
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