-----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, Wwx5WILFMC5Yaj85iYC6SIJmB7TQadIYqIgNZcIoOSwOomOMIpR/rHNjuXBhLdxh Bcz2PWlmRAirsDPmrvZgvQ== 0000891618-03-000137.txt : 20030115 0000891618-03-000137.hdr.sgml : 20030115 20030115170415 ACCESSION NUMBER: 0000891618-03-000137 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030115 GROUP MEMBERS: BOWMAN CAPITAL CROSSOVER FUND "A" LP (94-3332359) GROUP MEMBERS: BOWMAN CAPITAL CROSSOVER FUND LP (94-3335633) GROUP MEMBERS: LAWRENCE A. BOWMAN 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: 005-44304 FILM NUMBER: 03515267 BUSINESS ADDRESS: STREET 1: 1941 RINGWOOD AVE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 BUSINESS PHONE: 4084519400 MAIL ADDRESS: STREET 1: 1941 RINOWOOD AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOWMAN CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001056543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1875 SOUTH GRANT STREET STREET 2: SUITE 600 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6502872200 MAIL ADDRESS: STREET 1: 1875 S GRANT ST SUITE 600 CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: BOWMAN CAPITAL MANAGEMENT L L C DATE OF NAME CHANGE: 19980303 SC 13G/A 1 f86977a1sc13gza.htm SCHEDULE 13G AMENDMENT #1 Bell Microproducts Schedule 13G Amendment #1
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  1)*


Bell Microproducts, Inc.


(Name of Issuer)


Common Stock


(Title of Class of Securities)


078137106

(CUSIP Number)


December 31, 2002

(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      [   ]  Rule 13d-1(b)

      [ x ]  Rule 13d-1(c)

      [   ]  Rule 13d-1(d)

*  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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (3-98)

Page 1 of 9


 

         
CUSIP No.   078137106   13G   Page 2 of 9 Pages
         

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
  Bowman Capital Performance LLC (94-3386836)

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        x
(b)        o

3. SEC USE ONLY  
         

4. CITIZENSHIP OR PLACE OF ORGANIZATION
  USA, Delaware      

    5. SOLE VOTING POWER  
NUMBER OF   913,400*
SHARES   750,000**
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH   0
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER  
WITH   913,400*
    750,000**
 
    8. SHARED DISPOSITIVE POWER  
      0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  913,400*
  750,000**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
        o

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
  4.6%*
  3.8%**

12. TYPE OF REPORTING PERSON  
  OO

* Includes 913,400 shares purchased by Bowman Capital Crossover Fund LP on March 7, 2002; Bowman Capital Performance LLC is the general partner of Bowman Capital Crossover Fund LP and Bowman Capital Crossover Fund “A” LP.

** Includes 738,750 shares covered by a warrant purchased by Bowman Capital Crossover Fund LP on March 7, 2002 and 11,250 shares covered by a warrant purchased by Bowman Capital Crossover Fund “A” LP on March 7, 2002, both of which are immediately exercisable; provided, however, that neither of the warrants is exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more than 9.9% of the Issuer’s outstanding Common Stock.

Page 2 of 9


 

         
CUSIP No.   078137106   13G   Page 3 of 9 Pages
         

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
  Bowman Capital Crossover Fund LP (94-3335633)

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)        x
(b)        o

3. SEC USE ONLY  
         

4. CITIZENSHIP OR PLACE OF ORGANIZATION
  USA, Delaware      

    5. SOLE VOTING POWER  
NUMBER OF   913,400
SHARES   738,750*
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH   0
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER  
WITH   913,400
    738,750*
 
    8. SHARED DISPOSITIVE POWER  
      0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  913,400
  738,750*

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  
        o

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
  4.6%
  3.8%*

12. TYPE OF REPORTING PERSON*  
  PN

* Consists of 738,750 shares covered by a warrant purchased by Bowman Capital Crossover Fund LP on March 7, 2002, which is immediately exercisable; provided, however, that the warrant is not exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more than 9.9% of the Issuer's outstanding Common Stock. Because exercise of the warrant would cause the holder to beneficially own 8.3% of the outstanding Common Stock of the Issuer, the warrant is currently exercisable.

Page 3 of 9


 

         
CUSIP No.   078137106   13G   Page 4 of 9 Pages
         

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
  Bowman Capital Crossover Fund “A” LP (94-3332359)

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        x
(b)        o

3. SEC USE ONLY  
         

4. CITIZENSHIP OR PLACE OF ORGANIZATION
  USA, Delaware      

    5. SOLE VOTING POWER  
NUMBER OF   0
SHARES   11,250*
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH  
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER  
WITH   0
    11,250*
 
    8. SHARED DISPOSITIVE POWER  
       

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  0
  11,250*

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
        o

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
  0%
  0.1%*

12. TYPE OF REPORTING PERSON*  
  PN

* Consists of 11,250 shares covered by a warrant purchased by Bowman Capital Crossover Fund “A” LP on March 7, 2002 which is immediately exercisable; provided, however, that the warrant is not exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more than 9.9% of the Issuer’s outstanding Common Stock. Because exercise of the warrant would cause the holder to beneficially own 0.1% of the outstanding Common Stock of the Issuer, the warrant is currently exercisable.

Page 4 of 9


 

         
CUSIP No.   078137106   13G   Page 5 of 9 Pages
         

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
  Lawrence A. Bowman

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        x
(b)        o

3. SEC USE ONLY  
         

4. CITIZENSHIP OR PLACE OF ORGANIZATION
  USA      

    5. SOLE VOTING POWER  
NUMBER OF   913,400*
SHARES   750,000**
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH   0
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER  
WITH   913,400*
    750,000**
 
    8. SHARED DISPOSITIVE POWER  
       

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  913,400*
  750,000**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
        o

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
  4.6%*
  3.8%**

12. TYPE OF REPORTING PERSON*  
  IN

* Includes 913,400 shares purchased by Bowman Capital Crossover Fund LP on March 7, 2002; Mr. Bowman is the sole managing member of Bowman Capital Performance LLC, which is the general partner of Bowman Capital Crossover Fund LP and Bowman Capital Crossover Fund “A” LP.

** Includes 738,750 shares covered by a warrant purchased by Bowman Capital Crossover Fund LP on March 7, 2002 and 11,250 shares covered by a warrant purchased by Bowman Capital Crossover Fund “A” LP on March 7, 2002, both of which are immediately exercisable; provided, however, than neither of the warrants is exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more that 9.9% of the Issuer’s outstanding Common Stock.

Page 5 of 9


 

Item 1.

         
    (a)   Name of Issuer

      Bell Microproducts, Inc.

       
    (b)   Address of Issuer’s Principal Executive Offices

       
        1941 Ringwood Avenue
San Jose, CA 95131

Item 2.

         
    (a)   Name of Person Filing

       
        (1) Bowman Capital Performance LLC (“Performance LLC”), which serves as the general partner to and has investment discretion over the securities held by each of Bowman Capital Crossover Fund LP and Bowman Capital Crossover Fund “A” LP, with respect to shares of Common Stock of the Issuer directly owned by each of such partnerships;

       
        (2) Bowman Capital Crossover Fund LP, with respect to shares of Common Stock of the Issuer directly owned by it;

       
        (3) Bowman Capital Crossover Fund “A” LP (collectively with Bowman Capital Crossover Fund LP, the “Partnerships”), with respect to shares of Common Stock of the Issuer directly owned by it;

       
        (4) Lawrence A. Bowman (“Mr. Bowman”), who serves as the sole managing member of Performance LLC, with respect to shares of Common Stock of the Issuer directly owned by the Partnerships.

       
        The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons,” and each as a “Reporting Person. ” Any disclosure herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

       
    (b)   Address of Principal Business Office or, if none, Residence

       
        The address for the Reporting Persons is:
        1875 South Grant Street
Suite 600
San Mateo, CA 94402

       
    (c)   Citizenship

       
        Each of the Partnerships and Performance LLC are organized under the laws of the State of Delaware. Mr. Bowman is a citizen of the United States of America.

       
    (d)   Title of Class of Securities

       
        Common Stock

       
    (e)   CUSIP Number
        078137106

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

             
      (a)   [  ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
      (b)   [  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
      (c)   [  ] Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
      (d)   [  ] An investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
      (e)   [  ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
      (f)   [  ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

Page 6 of 9


 

             
      (g)   [  ] A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
      (h)   [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
      (i)   [  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
      (j)   [  ] Group, in accordance with §240.13d-1(b)(1)(ii)(J)

     Not Applicable

Item 4. Ownership

     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     Please see footnotes 1 through 5 to this Item 4.

     (A)  Bowman Capital Performance LLC

               (i) Amount Beneficially Owned: 913,4001; 750,0002

               (ii) Percent of Class: 4.6%1; 3.8%2

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

         
    (A)   Sole power to vote or to direct the vote: 913,4001; 750,0002
    (B)   Shared power to vote or to direct the vote: 0
    (C)   Sole power to dispose or to direct the disposition of:
        913,4001; 750,0002
    (D)   Shared power to dispose or to direct the disposition of: 0

     (B)  Bowman Capital Crossover Fund LP

               (i) Amount Beneficially Owned: 913,400; 738,7503

               (ii) Percent of Class: 4.6%; 3.8%3

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

         
    (A)   Sole power to vote or to direct the vote: 913,400; 738,7503
    (B)   Shared power to vote or to direct the vote: 0
    (C)   Sole power to dispose or to direct the disposition of:
        913,400; 738,7503
    (D)   Shared power to dispose or to direct the disposition of: 0

     (C)  Bowman Capital Crossover Fund “A” LP

               (i) Amount Beneficially Owned: 11,2504

               (ii) Percent of Class: 0.1%4

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

         
    (A)   Sole power to vote or to direct the vote: 11,2504
    (B)   Shared power to vote or to direct the vote: 0
    (C)   Sole power to dispose or to direct the disposition of:
        11,2504
    (D)   Shared power to dispose or to direct the disposition of: 0


1   Includes 913,400 shares purchased by Bowman Capital Crossover Fund LP on March 7, 2002; Bowman Capital Performance LLC is the general partner of Bowman Capital Crossover Fund LP and Bowman Capital Crossover Fund “A” LP.
 
2   Includes 738,750 shares covered by a warrant purchased by Bowman Capital Crossover Fund LP on March 7, 2002 and 11,250 shares covered by a warrant purchased by Bowman Capital Crossover Fund “A” LP on March 7, 2002, both of which are immediately exercisable; provided, however, that neither of the warrants is exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more than 9.9% of the Issuer’s outstanding Common Stock.
 
3   Consists of 738,750 shares covered by a warrant purchased by Bowman Capital Crossover Fund LP on March 7, 2002, which is immediately exercisable; provided, however, that the warrant is not exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more than 9.9% of the Issuer’s outstanding Common Stock. Because exercise of the warrant would cause the holder to beneficially own 8.4% of the outstanding Common Stock of the Issuer, the warrant is currently exercisable.
 
4   Consists of 11,250 shares covered by a warrant purchased by Bowman Capital Crossover Fund “A” LP on March 7, 2002 which is immediately exercisable; provided, however, that the warrant is not exercisable at any time that the exercise of such warrant would cause the holder thereof to be the beneficial owner of more than 9.9% of the Issuer’s outstanding Common Stock. Because exercise of the warrant would cause the holder to beneficially own 0.1% of the outstanding Common Stock of the Issuer, the warrant is currently exercisable.

Page 7 of 9


 

     (D)  Lawrence A. Bowman

               (i) Amount Beneficially Owned: 913,4005; 750,0002

               (ii) Percent of Class: 4.6%5; 3.8%2

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

         
    (A)   Sole power to vote or to direct the vote: 913,4005; 750,0002
    (B)   Shared power to vote or to direct the vote: 0
    (C)   Sole power to dispose or to direct the disposition of:
        913,4005; 750,0002
    (D)   Shared power to dispose or to direct the disposition of: 0

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class: Not Applicable

     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 [  ].

Instruction: Dissolution of a group requires a response to this item.

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

     Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

     Not Applicable

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

     Not Applicable

Item 9. Notice of Dissolution of a Group:

     Not Applicable

Item 10. Certification

     By signing below I certify that, to the best of my 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 such purpose or effect.


5   Includes 913,400 shares purchased by Bowman Capital Crossover Fund LP on March 7, 2002. Lawrence A. Bowman is the sole managing member of Bowman Capital Performance LLC, which is the general partner of Bowman Capital Crossover Fund LP and Bowman Capital Crossover Fund “A” LP.

Page 8 of 9


 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    /s/Thomas Pindelski
   
     
    By: Thomas Pindelski, Attorney-In-Fact for
Lawrence A. Bowman, as sole managing member of
Bowman Capital Performance LLC,
the General Partner of each of:
   Bowman Capital Crossover Fund LP
   Bowman Capital Crossover Fund “A” LP
     
    Dated : January 15, 2003
   

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