-----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, RaqRBcsHwM2jNAvpJC11tx4az6ummONiXiLDKEJBhDpudjDqUnD3RlnOCWAr2wKW NmM7G+3khwF1lI3QohDRig== 0000950137-06-013618.txt : 20061213 0000950137-06-013618.hdr.sgml : 20061213 20061213173104 ACCESSION NUMBER: 0000950137-06-013618 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061213 DATE AS OF CHANGE: 20061213 SUBJECT COMPANY: 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: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-43709 FILM NUMBER: 061275062 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 FILED BY: 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: SC TO-I 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 SC TO-I 1 c10732tosctovi.txt SCHEDULE TO UNITED STATES 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)) BELL MICROPRODUCTS INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) ---------- 3 3/4 % CONVERTIBLE SUBORDINATED NOTES, SERIES B DUE 2024 078137AC0 (Title of Class of Securities) (CUSIP Number of Class of Securities)
---------- Copies to: HOLLY ANDERSON MELODIE R. ROSE CORPORATE SECRETARY FREDRIKSON & BYRON, P.A. BELL MICROPRODUCTS INC. 200 SOUTH SIXTH STREET, SUITE 4000 1941 RINGWOOD AVENUE MINNEAPOLIS, MN 55402 SAN JOSE, CALIFORNIA 95131 (612) 492-7000 (408) 451-9400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** $109,850,000 $11,753.95 * Calculated solely for purposes of determining the filing fee. The purchase price of the 3 3/4 % Convertible Subordinated Notes, Series B due 2024, as described herein, is $1,000 per $1,000 principal amount outstanding. ** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $107 for each $1,000,000 of the value of the transaction. [ ] Check 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.
[ ] 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: [ ] Third-party tender offer subject to Rule 14d-1 [X] Issuer tender offer subject to Rule 13e-4. [ ] Going-private transaction subject to Rule 13e-3. [ ] 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: [ ] ITEM 1. SUMMARY TERM SHEET. Summary Term Sheet. This Tender Offer Statement on Schedule TO is being filed by Bell Microproducts Inc. (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer (the "Tender Offer") to purchase for cash any and all outstanding 3 3/4 % Convertible Subordinated Notes, Series B due 2024 (the "Notes"), upon the terms and subject to the conditions set forth in the offer to purchase dated December 13, 2006 (the "Offer to Purchase") and in the related Letter of Transmittal, which are Exhibits (a)(1) and Exhibit (a)(2) to this Schedule TO, respectively. The information set forth in the Offer to Purchase under the captions "Summary Term Sheet" and "Answers to Questions You May Have" are incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) Name and Address. Bell Microproducts Inc., a California corporation, is the subject Company. The address and telephone number of its principal executive office are 1941 Ringwood Avenue, San Jose, California 95131, telephone (408) 451-9400. (b) Securities. $109,850,000 aggregate principal amount of 3 3/4 % Convertible Subordinated Notes, Series B due 2024. (c) Trading Market and Price. There is no established trading market for the Notes. The information set forth in the Offer to Purchase under the caption "Market Price Information" is incorporated herein by reference. 2 ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a) Name and Address. The filing person is the current obligor of the Notes. The information set forth under Item 2(a) above is incorporated herein by reference. The address and telephone number of each of the Company's officers and directors is c/o Bell Microproducts Inc., 1941 Ringwood Avenue, San Jose, California 95131, telephone (408) 451-9400. Pursuant to General Instruction C to Schedule TO promulgated by the United States Securities and Exchange Commission, the following persons are directors and/or officers of the Company:
NAME POSITION ADDRESS ---- -------- ------- W. Donald Bell President, Chief Executive Officer Bell Microproducts, Inc. and Chairman of the Board 1941 Ringwood Avenue San Jose, CA 95131-1721 James E. Illson President of the Americas, Chief Bell Microproducts, Inc. Operating Officer and Chief 1941 Ringwood Avenue Financial Officer San Jose, CA 95131-1721 Graeme Watt President of Bell Microproducts Bell Microproducts, Inc. Europe 1941 Ringwood Avenue San Jose, CA 95131-1721 Richard J. Jacquet Senior Vice President of Human Bell Microproducts, Inc. Resources 1941 Ringwood Avenue San Jose, CA 95131-1721 Jerry Kagele President of North America Bell Microproducts, Inc. Distribution 1941 Ringwood Avenue San Jose, CA 95131-1721 Bob Sturgeon Chief Information Officer and Vice Bell Microproducts, Inc. President of Operations 1941 Ringwood Avenue San Jose, CA 95131-1721 Lou Leonardo President of Bell Microproducts Bell Microproducts, Inc. Latin America 1941 Ringwood Avenue San Jose, CA 95131-1721 James E. Ousley Director JEO Solutions, Inc. 525 Boynton Canyon Road Sedona, AZ 86336-3041 Gordon A. Campbell Director Techfarm, Inc. 200 West Evelyn Avenue Suite 100 Mountain View, CA 94041-1365 Edward L. Gelbach Director 24845 Summerhill Road Los Altos, CA 94024 Eugene B. Chaiken Director Almo Corporation 2709 Commerce Way Philadelphia, PA 19154 Glenn E. Penisten Director Alpha Venture Partners III 11651 Brooks Road Windsor, CA 95492 David M. Ernsberger Director Ernsberger Partnerships, Inc. 19 Smiser-Smith Road Boerne, TX 78006 Mark L. Sanders Director Pinnacle Systems 280 North Bernardo Avenue Mountain View, CA 94043
3 Roger V. Smith Director Smith Venture Group 270 Tennyson Avenue Palo Alto, CA 94301
ITEM 4. TERMS OF THE TRANSACTION. (a) Material Terms. (1) Tender Offers. The information set forth in the Offer to Purchase is incorporated herein by reference. (2) Mergers or Similar Transactions. Not applicable. (b) Purchases. Except as set forth below, no officer, director or affiliate of the Company owns any Notes, and will not tender any Notes in the tender offer. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. None. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (a) Purposes. The information set forth in the Offer to Purchase under the caption "Purpose of the Tender Offer" is incorporated herein by reference. (b) Use of the Securities Acquired. The Notes acquired in the transaction will be retired and cancelled by the Company. (c) Plans. (1)-(10) None. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Source of Funds. The information set forth in the Offer to Purchase under the caption "Answers to Questions You May Have--How Will Bell Micro Pay for the Tendered Notes" and "Sources and Amount of Funds" is incorporated herein by reference. (b) Conditions. The information set forth in the Offer to Purchase under the caption "Sources and Amount of Funds" is incorporated herein by reference. (c) Borrowed Funds. (1) The information set forth in the Offer to Purchase under the caption "Answers to Questions You May Have--How Will Bell Micro Pay for the Tendered Notes" and "Sources and Amount of Funds" is incorporated herein by reference. (2) The information set forth in the Offer to Purchase under the caption "Answers to Questions You May Have--How Will Bell Micro Pay for the Tendered Notes" and "Sources and Amount of Funds" is incorporated herein by reference. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. 4 (a) Securities Ownership. Based on the Company's records and on information provided to the Company by its respective directors or executive officers, none of the Company or persons controlling the Company, and, to the best of the Company's knowledge, none of the directors or executive officers of the Company or any of its subsidiaries own any of the Notes. (b) Securities Transactions. Based on the Company's records and on information provided to the Company by its respective directors or executive officers, none of the Company or persons controlling the Company, and, to the best of the Company's knowledge, none of the directors or executive officers of the Company or any of its subsidiaries has effected any transactions in the Notes during the past 60 days. ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. (a) Solicitations or Recommendations. The information set forth in the Offer to Purchase under the caption "Dealer Manager" is incorporated herein by reference. (b) Employees and Corporate Assets. Not applicable. ITEM 10. FINANCIAL STATEMENTS. Financial Statements. The Company believes that the financial information required by Items 1010(a) and (b) of Regulation M-A is not material because: (i) the consideration offered for the Notes consists solely of cash; (ii) there is no financing condition to the tender offer; (iii) the Company is a public reporting company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR; and (iv) the offer is for all outstanding Notes. ITEM 11. ADDITIONAL INFORMATION. (a) Agreements, Regulatory Requirements and Legal Proceedings. (1) None. (2) The only regulatory requirements that must be met are those imposed by applicable securities laws and the rules and regulations promulgated by the National Association of Securities Dealers. (3)-(5) None. (b) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal (Exhibits (a)(1) and (a)(2), respectively, to this Schedule TO) is incorporated herein by reference. ITEM 12. EXHIBITS. (a)(1) Offer to Purchase, dated December 13, 2006. (2) Form of Letter of Transmittal (3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (4) Form of Letter to Clients. (5) Press Release issued by the Company on December 13, 2006. (b) Not applicable. 5 (d)(1) Indenture (including the form of 3 3/4 % Convertible Subordinated Notes, Series B due 2024), dated as of December 21, 2004, by and among Bell Microproducts Inc. and Wells Fargo Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (SEC No. 333-120527) filed by Bell Microproducts Inc. on November 16, 2004. (g) The information set forth in response to Item 12(a)(1) of this Schedule TO is incorporated herein by reference. (h) Not applicable. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 6 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. Date: December 13, 2006 BELL MICROPRODUCTS INC. By: /s/ W. Donald Bell -------------------------------------- Name: W. Donald Bell Its: Chairman and Chief Executive Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----