8-K

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): January 3, 2008

Bell Microproducts Inc.

(Exact name of registrant as specified in its charter)

California	0-21528	94-3057566
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1941 Ringwood Avenue, San Jose, California	95131-1721
(Address of principal	(Zip Code)
executive offices)

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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

Item 2.02. Results of Operations and Financial Condition.

On January 9, 2008, Bell Microproducts Inc. (the “Company”) issued a press release announcing its preliminary selected financial results for the quarter and the year ended December 31, 2007. A copy of this press release is furnished as Exhibit 99.1 to this Form 8-K.

The information furnished pursuant to this Item 2.02 and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 3, 2008, the Company received an Additional Staff Determination notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with the requirements for continued listing pursuant to Nasdaq’s Marketplace Rules 4350(e) and 4350(g) because the Company did not hold an annual meeting of shareholders within one year after the end of its 2006 fiscal year nor did the Company solicit proxies and provide proxy statements, and, therefore, that the Company’s common stock is subject to delisting from the Nasdaq Global Market. The Company issued a press release on January 9, 2008 disclosing its receipt of this notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01. Other Events.

On January 9, 2008, the Company issued a press release that provided estimates of certain adjustments in connection with the pending restatement of its historical financial statements, as well as an update on the status of its financial restatement process. In addition, the Company reported the substantial completion of its previously-announced independent review of certain historical accounting practices conducted by a special committee of the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Item 99.1	Press release issued by Bell Microproducts Inc. on January 9, 2008.*
Item 99.2	Press release issued by Bell Microproducts Inc. on January 9, 2008.
Item 99.3	Press release issued by Bell Microproducts Inc. on January 9, 2008.

* Furnished, not filed.

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.
January 9, 2008	By:	/s/ Andrew S. Hughes
		Name:	Andrew S. Hughes
		Title:	Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by Bell Microproducts Inc. on January 9, 2008.*
99.2	Press release issued by Bell Microproducts Inc. on January 9, 2008.
99.3	Press release issued by Bell Microproducts Inc. on January 9, 2008.

* Furnished, not filed.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Bell Microproducts Announces Record Quarterly and 2007 Annual Revenue

Preliminary Fourth Quarter Revenue Increased 10% to a Range of $1.08 to $1.1 Billion
Full Year 2007 Revenue Increased 19% to Approximately $4.05 Billion

SAN JOSE, CA — January 9, 2008 — Bell Microproducts Inc. (Nasdaq: BELM), one of the world’s largest value-added distributors of storage and computing technology, today announced preliminary revenue for the quarter and year ended December 31, 2007. Revenue for the Company’s fourth quarter was in a range of $1.08 billion to $1.1 billion, an increase of approximately 8% to 10% from revenue for the comparable quarter of 2006. Revenue for the full year was approximately $4.05 billion, an increase of 19% over 2006. Without revenue generated from ProSys Information Systems, a company acquired in the fourth quarter of 2006, annual revenue increased by approximately 9% on a year-over-year basis.

The Company experienced revenue growth from each geography and in most strategic product categories. Revenue and product mix for each of the three major geographies consisted of the following:

• North American revenue increased 10% in the fourth quarter of 2007 compared to the fourth quarter of 2006 and comprised approximately 42% of total revenue in the quarter. For the full year, revenue increased 24%. In North American distribution, the Company focused on driving revenue growth in its higher margin Industrial/OEM sales group throughout the year. There was also growth throughout the year in enterprise accounts as the Company increased sales of computer systems and storage system products. This was partially offset by lower revenue growth in the U.S. commercial sales channel due to the continued focus on more profitable business opportunities. Solutions products revenue increased approximately 14% compared to the fourth quarter of 2006 due to strength in computer and storage systems, including the Company’s value-added business in Custom Storage Systems. Components and peripherals revenue increased approximately 5%. Enterprise group revenue in North America (Rorke, TotalTec and ProSys) increased approximately 30% compared to the fourth quarter of 2006, as IT project spending increased from the Company’s clients in the telecommunications and healthcare market sectors.

• Latin America revenues increased approximately 6% year-over-year and represented 14% of total revenue in the fourth quarter. Revenue growth for the full year was 12%. In the fourth quarter, Latin America revenue growth was driven primarily by strength in the Company’s export business from Miami, and growth in the Solutions product category. Solutions product revenue increased over 100% compared to the fourth quarter of 2006 as a result of the focus on growth in computer platforms and storage systems. Components and peripheral sales decreased by 9% compared to the fourth quarter of 2006.

• The Company’s European operations posted year-over-year revenue growth of approximately 13% and represented approximately 44% of total revenue in the fourth quarter. Excluding the positive impact of foreign currency translation, European fourth quarter revenue increased 5% as compared to the fourth quarter of 2006. Growth in Europe was strong on both a year-over-year basis and sequentially, with approximately 12% sequential revenue growth. For the full year, the Company’s European operations posted revenue growth of approximately 16% and represented approximately 43% of total yearly revenue. Excluding the positive impact of foreign currency translation, European annual revenue increased 10% from 2006. Components and peripherals revenue in Europe increased by 16% compared to the same period last year, driven by disk drive and other peripherals revenue strength. Solutions product revenue in Europe increased by 11% compared to the fourth quarter of 2006, driven by storage systems and software strength.

Revenue for the major categories of products and services consisted of the following:

• The Solutions category grew 16% to represent 54% of total revenue in the fourth quarter of 2007 compared to 51% in the fourth quarter of 2006, driven primarily by strong storage systems, networking and software revenue growth. For the full year, the Solutions category grew 28% and represented 53% of total revenue.

• The Components and Peripherals category grew approximately 5% in the fourth quarter and represented 46% of revenue in the fourth quarter of 2007 compared to 49% in the fourth quarter of 2006. For the full year, the Components and Peripherals category grew 10%. Disk drive revenue, which is included as a portion of Components and Peripherals revenue, increased approximately 8% year-over-year, and represented approximately 30% of total revenue in the fourth quarter of 2007.

Commenting on the preliminary fourth quarter of 2007 revenue results, W. Donald Bell, President and Chief Executive Officer of Bell Microproducts, said, “We are pleased with our quarterly results and our ability to generate record quarterly and full year revenue for the Company. We generated growth across all geographic regions and also in both our Solutions, and Components and Peripherals product categories during the fourth quarter and year. Revenue increased by over 8% from third quarter levels to reach approximately $1.1 billion in quarterly revenue, and exceeded the $4 billion level for the year. We are also very pleased with our continued improvement in Europe throughout the year. During 2007, we also benefited from the acquisition of ProSys which added significant strategic elements to Bell Micro in product depth, vendor relationships, customer reach, and technical resources.”

The Company is unable at this time to provide additional quantitative information regarding its results for the fourth quarter of 2007 or the full 2007 fiscal year until the previously-announced restatement of its financial statements for certain prior periods, and the related audits and reviews, have been completed.

About Bell Microproducts

Bell Microproducts is a leading 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 and a Fortune 1000 company, the Company is one of the world’s largest storage-centric value-added distributors.

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.

Safe Harbor Statement

This release contains forward-looking statements that are based on the current opinions and estimates of management, and speak only as of the date on which they are made. Such forward-looking statements include, but are not limited to, management’s expectations regarding the Company’s fourth quarter and fiscal year operating results, and the results of the restatement of the Company’s historical financial statements. Actual results could differ materially from such statements as a result of many risks and uncertainties, including: required adjustments to prior period financial statements as a result of our restatement and the detailed accounting and related tax impacts from such adjustments; and the magnitude of costs associated with our financial restatement and with our stock option investigation. Investors should also take into account the risks described in the Company’s periodic reports filed with the Securities and Exchange Commission when making investment decisions. Investors are cautioned not to place undue reliance on these forward-looking statements, and the company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:  Rob Damron
Investor Relations Representative
Bell Microproducts Inc.
(414) 224-1668
ir@bellmicro.com

EX-99.2

Exhibit 99.2

BELL MICROPRODUCTS RECEIVES ADDITIONAL NASDAQ STAFF DETERMINATION NOTICE

SAN JOSE, Calif., Jan 9, 2008 — Bell Microproducts Inc. (Nasdaq: BELM) today announced that, as expected, it has received an additional staff determination notice from the Nasdaq Stock Market, stating that it is not in compliance with the requirements for continued listing pursuant to Nasdaq Marketplace Rules 4350(e) and 4350(g) because the Company did not hold an annual meeting of its shareholders within one year after the end of its 2006 fiscal year nor did the Company solicit proxies and provide proxy statements. This staff determination notice serves as an additional basis for delisting the Company’s common stock from trading on Nasdaq. As a result, the Company’s securities remain subject to delisting from trading on the Nasdaq Global Market.

The Company continues to work diligently to complete its financial restatements in order to comply with its SEC filing requirements.

About Bell Microproducts

Bell Microproducts 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.

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 http://www.bellmicro.com.

SOURCE Bell Microproducts Inc.

Rob Damron, Investor Relations Representative of Bell Microproducts Inc., +1-414-224-1668, ir@bellmicro.com

http://www.bellmicro.com

EX-99.3

Exhibit 99.3

Bell Microproducts Provides Certain Restatement Estimates and Update on Restatement Process

SAN JOSE, Calif., Jan. 9 — Bell Microproducts Inc. (Nasdaq: BELM) today provided estimates of certain adjustments in connection with the pending restatement of its historical financial statements, as well as an update on the status of its financial restatement process. In addition, the Company reported the substantial completion of its previously-announced independent review of certain historical accounting practices conducted by a special committee of the board.

As previously announced, the Company has completed its independent investigation of historical stock option practices over the period January 1, 1996 through December 31, 2006, and that available evidence does not adequately support the Company’s use of some stock option grant dates for financial accounting purposes. Further, the Company previously identified certain additional accounting errors related to its historical financial statements, and that further adjustments to those financial statements will be required to correct these errors. Although the restatement process is not complete, the Company has made preliminary estimates of restatement adjustments as follows:

• Non-cash compensation costs and related payroll tax impacts in connection with the Company’s review of its historical stock option practices of approximately $8 million for the eleven-year period identified above;

• Non-cash goodwill impairment charges in the range of $50 to $70 million (in the aggregate) as of December 31, 2005 and June 30, 2006;

• Reversals of certain accounts receivable adjustments previously recorded as reductions of operating expenses in the period January 1, 1997 through June 30, 2006, which will reduce previously-reported pretax income for that period by approximately $11 million; and

• Changes in the classification of certain prior acquisition-related earn-out payments from additional purchase price to compensation expense, which will reduce previously-reported pretax income in the years ended December 31, 2004 and 2005 by an aggregate of approximately $5 million.

The Company has also identified other restatement items that it estimates will result in additional aggregate pretax adjustments of less than $5 million. Further, the Company anticipates that it will record certain tax benefits as part of the restatement process. The above estimated adjustments do not include adjustments related to the Company’s current review of its historical accounting for reserves, accruals and other accounting estimates, as described hereafter.

Also, as previously announced, a special committee of independent directors, consisting of the members of the audit committee and the lead independent director, was appointed to review the Company’s historical accounting practices with respect to certain reserves, accruals and other accounting estimates, with a principal focus on reserve accounting for fiscal year 2005. Based on this

Bell Microproducts	Page 2 of 3
January 9, 2008

review, the special committee, with the assistance of independent legal and accounting advisors, has determined that errors occurred in connection with the Company’s historical accounting for certain reserves and accruals. The special committee therefore instructed the Company to review its accounting for certain reserves, accruals and estimates for the period from December 31, 2003 to June 30, 2006. Accordingly, the Company’s previously-announced financial restatements will also include corrections of these accounting errors.

Further, based on the information reviewed by the special committee to date, it has concluded that the identified errors were the result of inappropriate judgments on matters of accounting principles and policies, and inadequate financial supervision, but were not the result of fraud. The special committee has recommended, and the Company is in the process of implementing, enhancements and changes to the Company’s control environment and finance personnel that are designed to ensure that the Company’s financial statements are accurate and to strengthen the Company’s internal controls.

The Company continues to work diligently to complete its restatements for all affected periods and, as soon as practicable thereafter, to become current with its SEC periodic report filings.

The Company is also reporting today that it has incurred professional fees of approximately $31 million over the period October 1, 2006 to December 31, 2007, related to its independent reviews and financial restatements. While the Company will continue to incur extraordinary legal, accounting, and other professional fees until the financial restatements are finalized, the Company expects such costs to decline substantially in 2008. In January 2007, the Company announced that it would pay to the holders of its Convertible Subordinated Notes due 2024 special interest payments of approximately $10 million.

About Bell Microproducts

Bell Microproducts 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.

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 http://www.bellmicro.com.

Safe Harbor Statement

This release contains forward-looking statements that are based on the current opinions and estimates of management, and speak only as of the date on which they are made. Such forward-looking statements include, but are not limited to, the accuracy of the Company’s preliminary estimates of the restatement adjustments for the following: the additional non-cash compensation costs and related

Bell Microproducts	Page 3 of 3
January 9, 2008

payroll tax impacts in connection with the Company’s review of its historical stock option practices, the non-cash goodwill impairment charges, the reversals of certain accounts receivable adjustments, the changes in the classification of certain prior acquisition-related earn-out payments from additional purchase price to compensation expense, and other restatement items identified by the Company. Forward-looking statements also include the expectation that the Company will record certain tax benefits associated with the financial restatement, and that costs for extraordinary legal, accounting, and other professional fees will decline substantially in 2008. Actual results could differ materially from such statements as a result of many risks and uncertainties, including: the requirement that adjustments in addition to those that have already been identified be made; the preliminary estimates of accounting adjustments for the additional non-cash compensation costs and related payroll tax impacts in connection with the Company’s review of its historical stock option practices, the non-cash goodwill impairment charges, the reversals of certain accounts receivable adjustments, the changes in the classification of certain prior acquisition-related earn-out payments from additional purchase price to compensation expense, and other restatement items identified by the Company, are not accurate; other errors in the Company’s accounting could be identified resulting in additional adjustments; the anticipated tax benefit from the financial restatement may not be realized; the adjustments related to the Company’s current review of its historical accounting for reserves, accruals, and other accounting estimates could be significant and/or material; the special committee could come into possession of additional evidence that alters its conclusions; the enhancements to the control environment recommended by the special committee may not adequately ensure the Company’s financial statements are accurate or enhance the Company’s internal controls; the Company may not be able to completely or timely implement the enhancements to the control environment recommended by the special committee to adequately ensure the Company’s financial statements are accurate or enhance the Company’s internal controls; the Company may not be able to diligently complete the restatements in a timely manner and thereby significantly delay the time in which the Company becomes current with is SEC periodic report filings; the possibility that the Company’s common stock will no longer continue to remain listed on the NASDAQ Global Market; and the costs incurred by the Company in 2008 for extraordinary legal, accounting, and other professional fees may be significant. Investors should also take into account the risks described in the Company’s periodic reports filed with the Securities and Exchange Commission when making investment decisions. Investors are cautioned not to place undue reliance on these forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:  Rob Damron
Investor Relations Representative
Bell Microproducts Inc.
(414) 224-1668
ir@bellmicro.com