SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

BELL MICROPRODUCTS INC.

(Name of Subject Company (Issuer) and Filing Person (Issuer))

3-3/4% Convertible Subordinated Notes, Due 2024	078137AB2
3-3/4% Convertible Subordinated Notes, Series B Due 2024 (Title of Class of Securities)	078137AC0 (CUSIP Number of Class of Securities)

David R. Birk, Esq.
Vice President and Assistant Secretary
Bell Microproducts Inc.
2211 South 47^th Street
Phoenix, Arizona 85034
(480) 643-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of
Filing Person)

COPIES TO:
Joseph P. Richardson, Esq.
Scott I. Gruber, Esq.
Squire, Sanders and Dempsey L.L.P.
40 N. Central Avenue, Suite 2700
Phoenix, Arizona 85004
Telephone: (602) 528-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$110,000,000	$	7,843

*

Calculated solely for purposes of determining the filing fee. The aggregate purchase price of the 3-3/4% Convertible Subordinated Notes, Due 2024 and the 3-3/4% Convertible Subordinated Notes, Series B Due 2024 (together, the “Notes”), as described herein, is $1,000 per $1,000 principal amount outstanding. As of July 16, 2010, there was $110,000,000 in aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of $110,000,000.

**

The amount of the filing fee was calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $71.30 for each $1,000,000 of the value of the transaction.

o   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not Applicable	Filing Party: Not Applicable
Form or Registration No.: Not Applicable	Date Filed: Not Applicable

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o  third-party tender offer subject to Rule 14d-1.

þ  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Items 2 through 9.
	Item 10. Financial Statements.
	Item 11. Additional Information.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13E-3.
SIGNATURE
EXHIBIT INDEX
EX-99.A.1
EX-99.A.2

INTRODUCTORY STATEMENT

     This Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by Bell Microproducts Inc. (the “Company”), a corporation existing under the laws of California, and relates to Bell’s offer to purchase its 3-3/4% Convertible Subordinated Notes, Due 2024 (the “Series A Notes”) and 3-3/4% Convertible Subordinated Notes, Series B Due 2024 (the “Series B Notes” and together with the Series A Notes, the “Notes”), made on the terms and conditions set forth in the Notice of Change in Control to Holders of the Series A Notes and the Series B Notes, dated July 16, 2010 (as it may be supplemented or amended from time to time, the “Purchase Notice”), and the related notice materials filed as exhibits to this Schedule TO.

     The Company’s 3-3/4% Convertible Subordinated Notes, Due 2024, were not initially designated as “Series A”, but are referred to herein as the Series A Notes to distinguish them from the Series B Notes, which were subsequently offered and issued pursuant to an exchange tender offer. The aggregate outstanding principal of the Series A Notes is $150,000 and the outstanding principal of the Series B Notes is 109,850,000.

     The Notes were issued pursuant to Indentures, dated as of March 5, 2004 and December 21, 2004 (together the “Indentures”), between Bell Microproducts, Inc., a California corporation (“Bell” or the “Company”), and Wells Fargo Bank, National Association, as trustee thereunder (the “Trustee”). The Company is making this offer to purchase the Notes (the “Offer”) to satisfy its obligations under the Indentures and the Notes to purchase the Notes, at the option of the holders thereof (each, a “Holder”), upon the occurrence of a “Change of Control” (as defined in Section 3.8(c)(2) of the Indentures). A Change of Control occurred on July 6, 2010, when a wholly-owned subsidiary of Avnet, Inc. merged with and into the Company (the “Merger”) and, in connection therewith, the holders of the Company’s common stock received $7.00 per share of common stock held immediately prior to the Merger.

     This Schedule TO filed pursuant to the disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Purchase Notice and related notice materials filed as exhibits to this Schedule TO are incorporated by reference into this Schedule TO.

Item 1. Summary Term Sheet.

     Holders of the Notes should take note of the following terms in connection with the offer:

Company:	Bell Microproducts Inc., a California corporation.
Notes:	The subject Notes consist of:
	•   $150,000 aggregate principal amount of the Series A Notes (CUSIP No. 078137AB2); and
	•   $109,850,000 aggregate principal amount of the Series B Notes (CUSIP No. 078137AC0).
Offer:	The Company hereby offers to purchase for cash any and all of the outstanding Series A Notes and Series B Notes, upon the terms and subject to the conditions set forth in this Schedule TO and the Purchase Notice, including tender of the Notes prior to the Expiration Time. If a Holder tenders less than all of their Notes for purchase by the Company, such tender must be in $1,000 increments.
Purpose of Offer:	The Company is making the Offer in accordance with Section 3.8 of the Indentures, which requires that, within 30 days following any change of control, the Company must mail a notice to each Holder stating that a change of control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including the Purchase Date (See “Consideration upon Purchase” below).

	Pursuant to Section 4.1 of the Indenture, each Holder has the right to convert such Holder’s Notes, in lieu of tendering the Company to purchase such Notes. In accordance with Section 4.1(d) of the Indentures, if any Holder elects to convert, their Notes shall be converted into the right to receive the merger consideration that the holders of the Company’s common stock received in the Merger (See “Consideration upon Conversion” below).
Consideration upon Purchase:	The Consideration will be 100% of the principal amount of the Notes validly tendered to the Paying Agent in accordance with the Purchase Notice prior to the Expiration Time (and not validly withdrawn prior to the Expiration Time), plus accrued and unpaid interest to, but not including, the Purchase Date.
Consideration upon Conversion:	We do not anticipate that any Note Holders will elect to convert their Notes as the consideration received will be less than the conversion price (and thus less than the Consideration upon Purchase). Specifically, in accordance with the Indentures, the Notes will convert into shares of common stock of the Company at the rate of $10.95775 per share, which shares would then be immediately and automatically exchanged for the right to receive the merger consideration of $7.00 per share, which was received by the holders of the Company’s common stock in the Merger.
Expiration Time:	The Offer will expire at 5:00 p.m., New York City time, on the business day immediately preceding the Purchase Date.
Withdrawal Rights:	Tenders of the Notes may be withdrawn at any time on or prior to the Expiration Date by following the procedures set forth in the Purchase Notice.
Purchase Date:	The Purchase Date shall be Tuesday, August 31, 2010. On the Purchase Date, the Paying Agent will pay the Consideration upon Purchase to each Holder that has validly tendered some or all of such Holder’s Notes in accordance with the Purchase Notice.

Items 2 through 9.

     The Company is the issuer of the Notes and is obligated to purchase all of the Notes if properly tendered by the Holders under the terms and subject to the conditions set forth in the Purchase Notice Documents. Alternatively, the Notes are convertible into the consideration that holders of shares of the common stock of the Company received in the Merger that triggered the change of control, subject to the terms and conditions specified in the Indentures and the Notes.

     The Company maintains its principal executive offices at Bell Microproducts Inc., 2211 South 47^th Street, Phoenix, AZ 85034, and its telephone number is (480) 643-2000.

Item 10. Financial Statements.

(a)

Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company believes that its financial condition is not material to a Holder’s decision whether to put the Notes to the Company because (i) the consideration being offered to holders of Notes consists solely of cash, (ii) the offer is not subject to any financing conditions, (iii) the offer applies to all outstanding Notes and (iv) the Company is the subsidiary of a public reporting company that files reports electronically on EDGAR on a consolidated basis.

(b)

Not applicable.

Item 11. Additional Information.

(a)	Not applicable.
(b)	Not applicable.

Item 12. Exhibits.

Exhibit
Number	Description
(a)(1)	Notice of Change in Control to Holders of the 3-3/4% Convertible Subordinated Notes, Due 2024 and the 3-3/4% Convertible Subordinated Notes, Series B Due 2024, dated July 16, 2010.
(a)(2)	Form of Change in Control Purchase Notice.
(a)(5)	Press release issued on July 16, 2010, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 16, 2010.
(b)	Not applicable.
(d)(1)	Indenture dated as of March 5, 2004 between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 3-3/4% Subordinated Convertible Notes, due 2024, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on June 3, 2004.
(d)(2)	Form of Indenture, by and between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 3-3/4% Subordinated Convertible Notes, Series B due 2024, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 filed on November 16, 2004.
(d)(3)	First Supplemental Indenture, by and between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 3-3/4% Subordinated Convertible Notes, Series B due 2024, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 21, 2006.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due 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.

	AVNET, Inc.
Date: July 16, 2010	By:	/s/ Raymond Sadowski
		Name:	Raymond Sadowski
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)	Notice of Change in Control to Holders of the 3-3/4% Convertible Subordinated Notes, Due 2024 and the 3-3/4% Convertible Subordinated Notes, Series B Due 2024, dated July 16, 2010.
(a)(2)	Form of Change in Control Purchase Notice.
(a)(5)	Press release issued on July 16, 2010, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 16, 2010.
(b)	Not applicable.
(d)(1)	Indenture dated as of March 5, 2004 between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 3-3/4% Subordinated Convertible Notes, due 2024, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on June 3, 2004.
(d)(2)	Form of Indenture, by and between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 3-3/4% Subordinated Convertible Notes, Series B due 2024, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 filed on November 16, 2004.
(d)(3)	First Supplemental Indenture, by and between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 3-3/4% Subordinated Convertible Notes, Series B due 2024, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 21, 2006.
(g)	Not applicable.
(h)	Not applicable.

EX-99.A.1

Exhibit (a)(1)

BELL MICROPRODUCTS INC.

3-3/4% CONVERTIBLE SUBORDINATED NOTES, DUE 2024
CUSIP Number — 078137AB2

AND

3-3/4% CONVERTIBLE SUBORDINATED NOTES, SERIES B DUE 2024
CUSIP Number — 078137AC0

NOTICE OF CHANGE IN CONTROL

     To the beneficial owners of the 3-3/4% Convertible Subordinated Notes, due 2024 and the 3-3/4% Convertible Subordinated Notes, Series B due 2024 (together, the “Securities”), issued by Bell Microproducts Inc., a California corporation (the “Company”):

     The Company by this written notice (the “Notice”) hereby notifies you, pursuant to Section 3.8(e) of the Indentures dated as of March 5, 2004 and December 21, 2004 (the “Indentures”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), that a Change in Control (as defined in Section 3.8(c)(2) of the Indentures) has occurred as further described below. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indentures.

     As a result of the Change in Control, you may require the Company to purchase your Securities by delivery of a Change in Control Purchase Notice, or you may convert your Securities, as further described below. You are not required to deliver a Change in Control Purchase Notice or to convert your Securities, in which event your Securities will continue to accrue interest.

     In addition, pursuant to Section 3.8(e) of the Indentures, the Company hereby notifies you as follows:

     1. On July 6, 2010, pursuant to the Agreement and Plan of Merger dated as of March 28, 2010 by and among Avnet, Inc. (“Avnet”), AVT Acquisition Corp., a wholly-owned subsidiary of Avnet (“AVT”), and the Company, the Company merged with AVT (the “Merger”) and became a wholly-owned subsidiary of Avnet. The Merger constitutes a Change in Control under the Indentures.

     2. As a result of the Merger, a Holder of Securities has the right, at the Holder’s option, to require the Company to purchase all of the Holder’s Securities, or any portion of the principal amount that is an integral multiple of $1,000, on the Change in Control Purchase Date by delivery of a Change in Control Purchase Notice, substantially in the form attached to this Notice as Exhibit A, to the Paying Agent at any time prior to 5:00 p.m. New York City time on August 30, 2010, which is the Business Day immediately preceding the Change in Control Purchase Date (or, if the Securities are held in global form, such delivery must be made in accordance with DTC’s applicable procedures).

     3. The Change in Control Purchase Date shall be August 31, 2010, which is 45 days after the date of this Notice.

     4. The Change in Control Purchase Price is equal to 100% of the principal amount of the Securities to be purchased, together with interest accrued and unpaid to, but excluding, the Change in Control Purchase Date.

     5. The Securities must be surrendered to the Paying Agent in order for a Holder to collect payment or to effect a conversion. The name and address of the Paying Agent and the Conversion Agent are as follows:

Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9311-110
625 Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Administration — Bell Micro Account Manager

     6. The Securities are convertible in shares of the Company’s Common Stock due to the occurrence of the Change in Control.

     7. The effective Conversion Price is $10.95775 and the effective Conversion Rate is 91.2596 shares of common stock of the Company for each $1,000 principal amount of Securities. Pursuant to Section 4.1(d) of the Indentures, upon conversion of the Securities to shares of Common Stock a Holder will be entitled to receive the “merger consideration” payable to holders of Common Stock pursuant to the Merger Agreement, which amount was $7.00 per share of Common Stock.

     8. Holders have certain conversion rights provided for in Article 4 of the Indentures. To exercise the right to convert the Securities into shares of Common Stock of the Company, a Holder must:

          (a) complete and manually sign the conversion notice on the back of the Securities and deliver such notice to the Conversion Agent;

          (b) surrender the Securities to the Conversion Agent;

          (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent; and

          (d) pay all transfer or similar taxes, if required pursuant to Section 4.4 of the Indentures.

Securities may be converted only to the extent the Change in Control Purchase Notice has been withdrawn in accordance with the terms of the Indentures.

     9. (a) To exercise its rights under the Indentures to require that the Company purchase all of the Holder’s Securities (or any portion of the principal amount thereof that is an integral multiple of $1,000) in connection with the Merger, a Holder must deliver a Change in Control Purchase Notice to the Paying Agent at any time prior to the Change in Control Notice Deadline (or, if the Securities are held in global form, such delivery must be made in accordance with DTC’s applicable procedures).

          (b) Any Change in Control Purchase Notice must state the following:

               (i) the certificate number of the Securities the Holder will deliver to be purchased (or, if the Securities are held in global form, any other items required to comply with the Applicable Procedures);

               (ii) the portion of the principal amount of the Securities (in an integral multiple of $1,000) the Holder will deliver to be purchased to the Paying Agent; and

               (iii) that the Securities shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in the Securities and the Indentures.

          (c) Delivery of the Securities (together with all necessary endorsements) for which a Change in Control Purchase Notice has been timely delivered to the Paying Agent (or, if the Securities are held in global form, in accordance with DTC’s applicable procedures), and not validly withdrawn, prior to, on or after the Change in Control Purchase Date is a condition to receipt by the Holder of the Change in Control Purchase price for the Securities.

     10. A Holder may withdraw a Change in Control Purchase Notice by written notice of withdrawal delivered to and actually received by the Paying Agent (or, if the Securities are held in global form, such delivery must be made in accordance with DTC’s applicable procedures) at any time prior to the Change in Control Notice Deadline specifying:

          (a) the certificate number of the Securities (if in certificated form) or, if the Securities are held in global form, any other items required to comply with the Applicable Procedures;

          (b) the principal amount of the Securities (in an integral multiple of $1,000) with respect to which the notice of withdrawal is being submitted; and

          (c) the principal amount, if any, of the Securities that remains subject to the original Change in Control Purchase Notice and that has been or will be delivered for purchase by the Company.

     11. Unless the Company fails to pay the Change in Control Purchase Price, Securities covered by any Change in Control Purchase Notice will cease to be outstanding and interest will cease to accrue on an after the Change in Control Purchase Date.

     The Trustee has informed the Company that, as of the date of this Company Notice, all custodians and beneficial holders of the Securities hold the Securities through The Depositary Trust Company (“DTC”) accounts and there are no certificated Debentures in non-global form. Accordingly, all Securities redeemed must be delivered through the transmittal procedures of DTC’s Automated Tender Offer Program, subject to the terms and conditions of that system.

     Additional copies of this Company Notice may be obtained from the Paying Agent at its address set forth above.

DATED as of July 16, 2010.

EX-99.A.2

Exhibit (a)(2)

BELL MICROPRODUCTS INC.

3-3/4% Convertible Subordinated Notes, due 2024 and
3-3/4% Convertible Subordinated Notes, Series B due 2024

Form of Change in Control Purchase Notice

To: Wells Fargo Bank, National Association

     The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Bell Microproducts Inc. (the “Company”) pursuant to Section 3.8 of that certain Indentures (the “Indentures”) dated as of March 5, 2004 and December 21, 2004, between the Company and Wells Fargo Bank, National Association, as trustee, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Security and the Indentures at the Change In Control Purchase Price, together with accrued and unpaid interest to, but not including, the Change in Control Purchase Date, to the registered Holder hereof.

Date:
	Signature(s)
	Signatures must be guarantees by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
	Signature Guaranty
Principal amount to be redeemed (in an integral Multiple of $1,000, if less than all:
Certificate number (if applicable):

NOTICE: The signature to the foregoing election must correspond to the name as written upon the face of this Security in every particular, without any alteration or change whatsoever.