-----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, JQIxTQNJrn/eYI/vx9RFqIXUfI50LMVkoefkwtsmFZgunlU7w4C3Au1XftyzO675 5nSeYCpfy9xCPtY/R5soYw== 0000950134-07-016993.txt : 20070806 0000950134-07-016993.hdr.sgml : 20070806 20070806164331 ACCESSION NUMBER: 0000950134-07-016993 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070806 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21528 FILM NUMBER: 071028362 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 8-K 1 f32692e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 6, 2007
Bell Microproducts Inc.
(Exact name of registrant as specified in its charter)
         
California   0-21528   94-3057566
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
1941 Ringwood Avenue, San Jose,
California
  95131-1721
     
(Address of principal
executive offices)
  (Zip Code)
     
Registrant’s telephone number, including area code:   408-451-9400
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Exhibit Index
EXHIBIT 99.1


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ITEM 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
     On August 6, 2007, Bell Microproducts Inc. (the “Company”) issued a press release announcing the appointment of William E. Meyer, age 45, as the Company’s Executive Vice President and Chief Financial Officer. Mr. Meyer will serve as the Company’s principal financial officer and principal accounting officer. James E. Illson, who remains Chief Operating Officer and President of Americas for the Company, ceased to be its principal financial officer and principal accounting officer, effective the same date. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein.
     Prior to joining the Company, Mr. Meyer served as Managing Director of Financial Intelligence, LLC, a provider of senior financial and strategic consulting services, from June 2006 to August 2007. Mr. Meyer was Executive Vice President and Chief Financial Officer of BroadVision, Inc., a global supplier of web-based application software, from April 2003 to June 2006. From 2001 to March 2003, Mr. Meyer was Chief Financial Officer of Mainsoft Corporation, a global publisher of cross-platform development software. From 1998 to 2001, Mr. Meyer held senior finance positions with Phoenix Technologies, a multi-national system software company, including Chief Financial Officer and Executive Vice President of inSilicon Corporation, a leading developer of semiconductor intellectual property that was spun-off from Phoenix. In earlier years, Mr. Meyer held senior finance positions at Spectrum HoloByte/Microprose, SBT Accounting Systems and Arthur Andersen & Co.
     Mr. Meyer has no family relationship with any other director, executive officer, or any person nominated to become a director or executive officer of the Company. The Company has engaged Financial Intelligence, LLC as a consultant since March 2007. From March 2007 through August 5, 2007 the Company has incurred approximately $1,900,000 in the aggregate for services provided by Financial Intelligence. Mr. Meyer, a consultant for Financial Intelligence, has a direct interest in that engagement as he received consulting fees from Financial Intelligence for time spent consulting with the Company. Mr. Meyer has no direct or indirect material interest in Company payments to Financial Intelligence after August 5, 2007.
     The Company has agreed to pay Mr. Meyer an annual salary of $350,000 and Mr. Meyer will be eligible for an annual bonus under the Company’s Management Incentive Plan. His bonus target has been set at $200,000 for 2007, pro rated from his date of hire and guaranteed through December 31, 2007. In addition, Mr. Meyer was granted an option to purchase 225,000 shares of Company common stock, at a price per share equal to the fair market value of Company common stock on August 6, 2007, which options vest in four equal annual installments from his date of hire and have a term of five years. Mr. Meyer will also be paid a hiring bonus of $50,000, which he must repay to the Company, on a declining pro rata basis, if he voluntarily terminates his employment within 24 months after his start date. Mr. Meyer is entitled to participate in the Company’s group benefit plans, an automobile allowance of $300 per month, and annual financial planning and tax preparation assistance of up to $1,500 per year. Mr. Meyer has also agreed to be subject to non-compete and non-solicitation provisions during his employment and for a period of 12 months following his termination of employment. On August 6, 2007, the Company entered into an Executive Employment Agreement with Mr. Meyer setting forth these terms, in addition to an initial term of employment through August 6, 2010, which shall be automatically renewed thereafter on an annual basis.
     The Company and Mr. Meyer also anticipate entering into a Management Retention Agreement (the “Retention Agreement”). The Retention Agreement is expected to provide Mr. Meyer with severance payments and benefits in the event that his employment with the Company is terminated under certain circumstances, as described below. The Agreement will remain in effect until the third anniversary of its effective date, and renew thereafter for successive one year periods unless terminated earlier. If Mr. Meyer’s employment is terminated following a change in control of the Company, he will be entitled under the Retention Agreement to the following payments and benefits: (1) accrued salary and benefits under Company compensation and benefit plans through the date of termination; (2) a lump sum severance payment equal to one times his base salary; (3) continuation of life insurance and group health benefits for a one-year period; and (4) accelerated vesting of any unvested portion of any stock option, restricted stock, or restricted stock units. The Retention Agreement provides that if the benefits provided by the Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code

 


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of 1986, as amended (the “Code”), and would be subject to the excise tax imposed by Section 4999 of the Code, the payments and benefits will be reduced to the extent necessary to avoid the imposition of excise taxes.
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
     
Item 99.1
  Press release issued by Bell Microproducts Inc. on August 6, 2007.

 


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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.
 
 
August 6, 2007  By:   /s/ James E. Illson    
    Name:   James E. Illson   
    Title:   Chief Operating Officer and President of Americas   
 

 


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Exhibit Index
     
Exhibit No.   Description
99.1
  Press release issued by Bell Microproducts Inc. on August 6, 2007.

 

EX-99.1 2 f32692exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
BELL MICROPRODUCTS APPOINTS WILLIAM MEYER AS EXECUTIVE
VICE PRESIDENT AND CFO
SAN JOSE, Calif., August 6, 2007 — Bell Microproducts Inc. (NASDAQ:BELM), one of the world’s largest value-added distributors of storage and computing technology, today announced it has appointed William Meyer as executive vice president and chief financial officer. Meyer will be responsible for all finance operations at Bell Microproducts, including accounting, tax, treasury, internal controls and management of the financial functions associated with the company’s various divisions around the world. Meyer assumes the CFO role previously held by Jim Illson, who remains the company’s president of the Americas and chief operating officer.
Meyer brings more than twenty years of technology finance leadership experience to Bell Microproducts. Prior to joining the company, he served as managing director at the highly respected financial consulting firm Financial Intelligence LLC. Over the past several months, Meyer has been working with Bell Microproducts in an interim management capacity to assist with accounting and financial matters. His experience at Financial Intelligence has included leading financial consulting teams for major customer engagements, directing implementation of revenue recognition policies, and other financial and accounting consulting activities. Prior to Financial Intelligence, Meyer served in financial leadership roles for a number of publicly and privately-held technology companies. Most recently, he was the executive vice president and CFO for BroadVision, Inc., where he was responsible for all finance, legal, IT and operations functions. He has held similar positions at Phoenix Technologies, inSilicon Corporation, Mainsoft Corporation and Microprose/Spectrum Holobyte.
“Bill has a wealth of experience and a stellar track record as a financial executive in the high tech industry, and we are excited to welcome him to the Bell Microproducts management team,” noted Don Bell, Bell Microproducts' president and CEO. “We have gotten to know Bill over the past several months as he worked with our finance team and senior management. His depth of knowledge in accounting matters and industry experience will be a tremendous help in our financial management moving forward.”

 


 

“I am proud to be joining an experienced management team that has built a world-class storage distribution business,” said Meyer. “I’ve had a unique opportunity to learn the business and work with the team for several months now, and I believe it is an excellent fit. I look forward to the challenges and opportunities ahead as we strive to further Bell Microproducts’ leadership position.”
Meyer is a CPA, and received his B.S. in Business Administration from California State University, Sacramento.
About Bell Microproducts Inc.
Bell Microproducts [NASDAQ: BELM] is an international, value-added distributor of a wide range of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. An industry-recognized specialist in storage products, this Fortune 1000 company is one of the world’s largest storage-centric value-added distributors. In 2006, the company celebrated the sale of its 50 millionth hard disk drive, setting a significant industry milestone.
Bell Microproducts is uniquely qualified with deep technical and application expertise to service a broad range of information technology needs. From design to deployment, its products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions. More information can be found in the company’s SEC filings, or by visiting the Bell Microproducts Web site at www.bellmicro.com.

 

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