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): August 3, 2005

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 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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 3, 2005, the Board of Directors of Bell Microproducts Inc. approved changes to the compensation paid to the directors who are not employees of the Company. The current director compensation is set forth in Exhibit 10.1 hereto and is incorporated in this Report as if fully set forth herein. In addition, the Board of Directors amended the stock ownership guidelines for its executive officers and directors, which guidelines are set forth in Exhibit 10.2 hereto and are incorporated in this Report as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Exhibits:

10.1 Director Compensation as of August 3, 2005
10.2 Stock Ownership Guidelines for Executive Officers and Directors as of August 3, 2005

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 9, 2005	By:	/s/ James E. Illson
		Name: James E. Illson
		Title: Executive Vice Presdient, Finance and Operations and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Director Compensation as of August 3, 2005
10.2	Stock Ownership Guidelines for Executive Officers and Directors as of August 3, 2005

EX-10.1

EXHIBIT 10.1

BELL MICROPRODUCTS INC.
COMPENSATION ARRANGEMENTS FOR DIRECTORS
AS OF AUGUST 3, 2005

As of August 3, 2005, the directors of Bell Microproducts Inc. (the “Company”) who are not employees of the Company receive the following compensation:

Board and Committee Fees. Directors who are not employees of the Company receive the following annual retainers, which shall be prorated for 2005 as appropriate:

$30,000 – Each director

$15,000* – Lead director

$15,000* – Audit Committee Chair

$12,000* – Compensation Committee Chair

$ 8,000* – Governance/Nominating Committee Chair

*Effective as of October 1, 2005.

In addition, the non-employee directors receive a fee of (i) $4,000 per day for each Board meeting attended in person or $2,000 for attendance by telephone and (ii) $2,000 per committee meeting attended in person or by telephone.

Equity. Under the terms of the Company’s 1998 Stock Plan, each non-employee director automatically receives a nonqualified option to purchase 22,500 shares of the Company’s Common Stock upon his or her initial election as a director and a nonqualified option to purchase 7,500 shares of Common Stock annually thereafter.

3153794/3

EXHIBIT 10.2

BELL MICROPRODUCTS INC.
STOCK OWNERSHIP GUIDELINES
FOR EXECUTIVE OFFICERS AND DIRECTORS
AS OF AUGUST 3, 2005

As of August 3, 2005, the stock ownership guidelines for executive officers and directors of Bell Microproducts Inc. (the “Company”) are as follows:

Stock Ownership Policy for Officers and Directors

The Board of Directors has adopted stock ownership guidelines as listed below for the non-employee directors, the Chief Executive Officer and all other executive officers of the Company. Within five years from the appointment the director or executive officer should attain the ownership guideline. In the case of directors and executive officers elected on or before March 29, 2004, they should attain the ownership guideline on or before March 29, 2009:

• Non-employee directors – 5,000 shares

• Chief Executive Officer — stock having a value equal to a minimum of 1 times the annual salary

• Other executive officers — stock having a value equal to a minimum of 0.5 times the annual salary

3153818