S-8 1 c65737s-8.txt REGISTRATION STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BELL MICROPRODUCTS INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) California 94-3057566 ------------------------ ---------------------- (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 1941 Ringwood Avenue San Jose, California 95131 ---------------------------------------------------- (Address of Principal Executive Office and Zip Code) BELL MICROPRODUCTS INC. 1998 STOCK PLAN BELL MICROPRODUCTS INC. EMPLOYEE STOCK PURCHASE PLAN ---------------------------------------------------- (Full Title of the Plan) W. Donald Bell President and Chief Executive Officer Bell Microproducts Inc. 1941 Ringwood Avenue San Jose, California 95131 (408) 451-9400 ------------------------------------------------------------------------------- (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Melodie R. Rose, Esq. Fredrikson & Byron, P.A. 1100 International Centre Minneapolis, Minnesota 55402 CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ====================== PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Options to Purchase Common Stock under the Plans Indefinite $ 0.00 $ 0.00 $ 0.00 Common Stock issuable upon exercise of options granted under the 1998 Plan 600,000 shares $9.25 $5,550,000 $1,388 Common Stock issuable upon exercise of options granted under Employee Stock Purchase Plan 633,498 shares $9.25 $5,859,857 $1,465 ------ TOTAL: $2,853 ======================== ====================== ====================== ====================== ======================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plans. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on October 25, 2001. ================================================================================ The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1998 Stock Plan and Employee Stock Purchase Plan. The contents of the Registrant's Registration Statements on Form S-8, Reg. Nos. 33-66580, 33-83398, 33-95968, 333-58053, 333-10837 and 333-51724, are incorporated herein by reference. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose and State of California, on the 1st day of August, 2001. BELL MICROPRODUCTS INC. (the "Registrant") By /s/ W. D. Bell -------------------------------------- W. Donald Bell President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. (Power of Attorney) Each of the undersigned constitutes and appoints W. Donald Bell and Benedictus Borsboom his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Bell Microproducts Inc. relating to the Company's 1998 Stock Plan and Employee Stock Purchase Plan and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ W. D. Bell President, Chief Executive August 1, 2001 ------------------------------------ and Director (principal W. Donald Bell executive officer) /s/ Benedictus Borsboom Executive Vice President and July 27, 2001 ------------------------------------ Chief Financial Officer Benedictus Borsboom (principal financial and accounting officer) Director , 2001 ------------------------------------ ------- Gordon A. Campbell /s/ Eugene B. Chaiken Director August 1, 2001 ------------------------------------ Eugene B. Chaiken /s/ Edward L. Gelbach Director August 1, 2001 ------------------------------------ Edward L. Gelbach /s/ James E. Ouseley Director August 1, 2001 ------------------------------------ James E. Ousley Director , 2001 ------------------------------------ ------- Glenn E. Penisten
-3- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Bell Microproducts Inc. Form S-8 Registration Statement EXHIBIT INDEX
Exhibit Number Exhibit Description ------- ------------------- 5 Opinion and Consent of counsel re securities under the Plans 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent accountants 24 Power of attorney (See Signature Page)
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