-----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, A7mMVnorpRCRDoarG5sb4rZ+5jfRfACFbV4KPQ51ktHrJPoNtyHMG57ZUpXj+K+s ob6BAASPyu5n//BWLqFWhQ== 0000950134-08-018734.txt : 20081030 0000950134-08-018734.hdr.sgml : 20081030 20081030080030 ACCESSION NUMBER: 0000950134-08-018734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081029 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: 20081030 DATE AS OF CHANGE: 20081030 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: 081149196 BUSINESS ADDRESS: STREET 1: 1941 RINGWOOD AVE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 BUSINESS PHONE: 4084519400 MAIL ADDRESS: STREET 1: 1941 RINGWOOD AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131-1721 8-K 1 f50270e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
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): October 29, 2008
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))
 
 

 


TABLE OF CONTENTS

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
EX-99.1


Table of Contents

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On October 29, 2008, the Board of Directors (the “Board”) of Bell Microproducts Inc. (the “Company”) increased the number of directors constituting the Board from eight to nine and elected Mr. Peter G. Hanelt, President of PGH Consulting Inc., to fill the vacancy. The Board determined that Mr. Hanelt is an independent director pursuant to the Marketplace Rules of The NASDAQ Stock Market. Mr. Hanelt will serve on the Audit Committee of the Board.
     There are no arrangements or understandings between Mr. Hanelt and any other person pursuant to which he was elected as a director. There have been no transactions since December 31, 2006, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was, or is to be, a party, which exceeds $120,000, and in which Mr. Hanelt had, or will have, a direct or indirect material interest that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
     Mr. Hanelt will participate in the non-employee director compensation arrangements applicable to all Company non-employee directors. Under the terms of those arrangements, Mr. Hanelt will receive, among other things (i) an annual cash retainer of $30,000, paid quarterly, and an annual equity retainer of 7,500 options to purchase common stock of the Company (on the date of each annual shareholder’s meeting); and (ii) $4,000 in cash for each Board meeting attended in person and $2,000 in cash for each telephonic Board meeting, or in-person or telephonic committee meeting.
ITEM 9.01   Financial Statements and Exhibits.
(d)   Exhibits
         
 
  Item 99.1   Press release issued by Bell Microproducts Inc. on October 30, 2008.

 


Table of Contents

 
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.    
 
           
October 30, 2008
  By:   /s/ Andrew S. Hughes    
   
     
 
Name:  Andrew S. Hughes 
   
   
      Title: Vice President, General Counsel
           and Corporate Secretary 
   
 
           

 


Table of Contents

Exhibit Index
     
Exhibit No.   Description
99.1
  Press release issued by Bell Microproducts Inc. on October 30, 2008.

 

EX-99.1 2 f50270exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
For Immediate Release
Bell Microproducts Appoints Peter G. Hanelt, CPA to Board of Directors
SAN JOSE, Calif., Oct. 30, 2008 – Bell Microproducts Inc. (Other OTC: BELM.PK), one of the world’s largest value-added distributors of leading-edge network storage technology, today announced the appointment of Peter G. Hanelt, CPA to its board of directors. Hanelt’s appointment brings the number of directors to nine.
Hanelt, 63, has participated on numerous boards in addition to operating a consultancy focused on improving operating performance for companies across a variety of industries. Leveraging his strong background in finance, Hanelt will also serve Bell Micro as a member of its audit committee.
“We are pleased that Peter has joined our board of directors,” said Bell Microproducts’ president, chief executive officer and chairman of the board, Don Bell. “With more than 20 years of executive experience in various financial and senior management roles, he brings another dimension of expertise to our Company’s seasoned group of directors.”
Before establishing PGH Consulting in 2004, Hanelt served as chief operating officer of Good Guys, a regional electronics retailer. He also served previously as chief executive officer of National Wonders, a national specialty gift retailer in nature-based gifts.
Hanelt serves as board chairman of publicly-traded Silicon Image, Inc., and on the board of Bidz.com, Inc. He is also a director of Andronico’s Markets, Inc., Coast Asset Management LLC, and InterHealth Nutraceuticals, Inc., all privately-held companies. In the not-for-profit arena, he serves on the boards of Catholic Healthcare West and Patelco Credit Union.
Hanelt graduated from the United States Military Academy at West Point in 1967 and earned an MBA from the University of California, Berkeley in 1975. He began his career with the predecessor to the accounting firm of Deloitte & Touche and is a California-licensed certified public accountant. He resides in Lafayette, Calif.
About Bell Microproducts
Bell Microproducts (OTC:BELM.PK) 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, 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 http://www.bellmicro.com.
# # #
CONTACT: Bell Microproducts Inc.
Rob Damron, Investor Relations Representative
(414) 224-1668
ir@bellmicro.com
http://www.bellmicro.com

-----END PRIVACY-ENHANCED MESSAGE-----