-----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, FH0bHCvpjohvGfTUHTrvi4NbqsKV21P7PDZMjvks55knVXeWEWg64xC3JqFJXoCj 88Zz7lPM7P9DJY9hN8BW2A== /in/edgar/work/20000721/0000914190-00-000210/0000914190-00-000210.txt : 20000921 0000914190-00-000210.hdr.sgml : 20000920 ACCESSION NUMBER: 0000914190-00-000210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000718 ITEM INFORMATION: FILED AS OF DATE: 20000721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL MICROPRODUCTS INC CENTRAL INDEX KEY: 0000900708 STANDARD INDUSTRIAL CLASSIFICATION: [5065 ] IRS NUMBER: 943057566 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21528 FILM NUMBER: 677009 BUSINESS ADDRESS: STREET 1: 1941 RINGWOOD AVE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084519400 MAIL ADDRESS: STREET 1: 1941 RINOWOOD AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 18, 2000 Bell Microproducts Inc. (Exact Name of Registrant as Specified in Its Charter) California (State of Other Jurisdiction of Incorporation) 0-21528 94-3057566 (Commission File Number) (I.R.S. Employer Identification No.) 1941 Ringwood Avenue San Jose, California 95131 (Address of Principal Executive Offices) (Zip Code) (408) 451-1685 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5 Other Events. On July 18, 2000, Bell Microproducts Inc. issued a press release announcing the signing of the Stock Purchase Agreement to acquire Ideal Hardware Limited. A copy of the press release is filed as Exhibit 99 to this Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired: Not Applicable. (b) Pro Forma Financial Information: Not Applicable. (c) Exhibits: See Exhibit Index on page following Signatures. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BELL MICROPRODUCTS INC. Date: July 21, 2000 By /s/ Remo E. Canessa Remo E. Canessa Chief Financial Officer SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 EXHIBIT INDEX to FORM 8-K BELL MICROPRODUCTS INC. Exhibit Number Exhibit Description - -------------- ------------------- 99 Press release dated July 18, 2000 EX-99 2 0002.txt PRESS RELEASE Exhibit 99 BELL MICROPRODUCTS FOR FURTHER INFORMATION Eli Sayegh Director of Investor Relations Bell Microproducts Inc. Tel: (408) 451-1685 email: ir@bellmicro.com Bell Microproducts Signs Purchase Agreement to Acquire UK-Based Distributor Ideal Hardware SAN JOSE, Calif.,--July 18/PR Newswire/--Bell Microproducts (NASDAQ:BELM, news, msgs) announced today that it has signed a purchase agreement to acquire Ideal Hardware Limited, a wholly owned subsidiary of InterX plc, for a total cash consideration of pounds sterling 18.1 million or approximately $27.5 million. Completion and closing of the purchase is conditional upon InterX shareholder's approval, and an extraordinary general meeting for InterX's shareholders will be held on August 3, 2000. Bell Microproducts expects to close the transaction in early August. Senior executive Ian French will remain with Ideal as president. In addition, Bell Microproducts has entered into a lease agreement with InterX for the Ideal building with an option to acquire the property. Ideal Hardware (www.ideal.co.uk) is a leading UK-based value-added, storage-centric distributor. Since 1994, Ideal has come to be regarded as one of the leading UK-based independent IT distributors in terms of the quality of the service it provides and it has established itself as a leading IT distributor for a number of key vendors including Compaq, Fujitsu, Siemens, Adaptec and Network Associates. Ideal has developed its leading market position in the UK through an innovative focus on sales and marketing. In particular, Ideal has sought to develop an effective method of communicating to a prospective customer the features, benefits and advantages of any given product. Investment in providing this value-added service has underpinned gross margins, which have been greater than those of Ideal's competitors. Based on InterX's financial statements, Ideal recorded sales of pounds 318 million and pretax profits of pounds 6.20 million in the fiscal year ending July 1999, compared to sales of pounds 230 million and pretax profits of pounds 8.73 million during fiscal year 1998. The exchange rate at the time of the signing of the purchase agreement was pounds=$1.5172. With Ideal Hardware, Bell Microproducts will gain a strong presence in the UK and coverage of the European continent. Ideal Hardware is focused on the high end of the storage market with many of the same lines carried by Bell Microproducts, including IBM, Quantum, Seagate Technology, Emulex, Crossroads, Gadzoox Networks, and Cobalt Networks. Ideal also is a leading distributor of Compaq servers, PCs and storage products, and is one of only 12 Compaq distributors worldwide to be awarded the prestigious CIP accreditation for high-end products. Ideal has strategic relationships with approximately 80 suppliers of enterprise storage, computer systems, software, and media products. These strategic products are packaged with Ideal's value-added programs and services to provide complete NAS, SAS and SAN solutions, a strategy that mirrors Bell Microproducts storage solutions initiative for the Americas. "Ideal and Bell Micro are closely aligned in strategies and operating style," stated Don Bell, President and CEO of Bell Microproducts. "Ideal is widely respected as an innovator in customer service and support programs. Their extensive background in supplying technical training and support to customers fits well with Bell Micro's strategy of providing comprehensive storage solutions to its growing worldwide customer base. Together, we will bring to the European market a unique and comprehensive offering in the fast growing storage industry. Once successfully completed, the acquisition of Ideal is expected to be accretive to Bell Microproducts' earnings," added Bell. Ideal has been the recipient of numerous awards in recent years, some of which include: o Storage Distributor of the Year at the 1999 VNU Channel Group Awards--this was the eighth consecutive year that Ideal has received an award at this prestigious event; o Microsoft's OEM Product Distributor of the Year 1999; o PC Association's Award for Supplier Excellence 1999; o PC Dealer Business Distributor of the Year in 1996, 1997 and 1998; About Bell Microproducts. Bell Microproducts is a value added provider of a wide range of high technology products, solutions, and services to the industrial and commercial marketplace. The company's offering includes semiconductors, computer platforms, peripherals, and storage products of various types including desktop, high-end computer and storage subsystems, fibre channel connectivity products, RAID, NAS and SAN storage systems and back-up products. Bell Microproducts is an industry-recognized specialist in storage products and is one of the world's largest storage-centric value-added distributors. The company's products are available at any level of integration from components, to subsystem assemblies, to fully integrated, tested and certified system solutions. The company adds value with a broad range of services including testing, software loading, kitting, mass storage system integration, and computer system integration. Trained and certified technical personnel complete each of these processes at Bell Microproducts' ISO 9002 facilities. Bell Microproducts markets and distributes more than 100 brand name product lines, as well as its own BellStor storage and Trademark(R) computer brands, to original equipment manufacturers (OEMs), contract electronic manufacturing services (EMS) customers, value-added resellers (VARs) and system integrators in the Americas and Europe. More information can be found in SEC filings, or by visiting the Bell Microproducts Web site. NOTE: This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which reflect the Company's current views of the impact of the Ideal acquisition on Bell Microproducts and other future events and financial performance, involve known and unknown risks and uncertainties which could cause actual results or facts to differ materially from such statements for a variety of reasons including, but not limited to: the ability to successfully integrate the operations of Ideal, industry conditions, changes in product supply, pricing, and customer demand, competition, other vagaries in the computer and electronic components markets, changes in relationships with key suppliers and the other risks described from time to time in the company's reports to the Securities and Exchange Commission (including the company's Annual Report on Form 10-K). Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any forward-looking statements. * * * -----END PRIVACY-ENHANCED MESSAGE-----