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): November 28, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 29, 2005, Bell Microproducts Inc. (the "Company") issued a press release announcing that, effective as of November 29, 2005, James E. Illson, Executive Vice President, Finance and Operations and Chief Financial Officer of the Company, was appointed to serve as the Company's Chief Operating Officer and President of Americas in addition to his duties as Chief Financial Officer. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein.

Mr. Illson joined the Company as Chief Financial Officer and Executive Vice President of Finance and Operations in September 2002. From March 2000 to April 2002, Mr. Illson was Chief Executive Officer and President of Wareforce Inc., a value added reseller. Mr. Illson was with Merisel Inc. from August 1996 to January 2000, serving as Chief Financial Officer until March 1998, when he became President/Chief Operating Officer. Mr. Illson has over 20 years experience in finan cial and operational fields.

There are no agreements between the Company and Mr. Illson with respect to his employment other than the August 1, 2005 Management Retention Agreement previously disclosed in a filing with the Securities and Exchange Commission, at which time a form of the agreement was filed.

Item 8.01 Other Events.

On November 28, 2005, the Company issued a press release announcing it had signed a definitive purchase agreement for the acquisition of certain assets and assumption of certain liabilities of MCE, a European distributor of disk drives and components based in Munich, Germany. The full text of the press release is set forth in Exhibit 99.2 attached hereto and is incorporated in this Report as if fully set forth herein.

On November 29, 2005, the Company issued a press release announcing its focus on profitability and investment in European operations and the temporary relocation of Don Bell, the Company's Chief Executive Officer, to Europe. The full text of the press release is set forth in Exhibit 99.3 attached hereto and is incorporated in this Report as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired: None.
(b) Pro Forma Financial Information: None.
(c) Shell Company Transactions: None.
(d) Exhibits:
99.1 Press release dated November 29, 2005
99.2 Press release dated November 28, 2005
99.3 Press release dated November 29, 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.
December 1, 2005	By:	James E. Illson
		Name: James E. Illson
		Title: Chief Operating Officer, President of Americas and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated November 29, 2005
99.2	Press release dated November 28, 2005
99.3	Press release dated November 29, 2005

EX-99.1

EXHIBIT 99.1

BELL MICROPRODUCTS INC.

Contact:

Rob Damron
Investor Relations
Bell Microproducts
414-224-1668

FOR IMMEDIATE RELEASE

Bell Microproducts Announces Promotion of Jim Illson to Chief Operating Officer and
President of the Americas Region

SAN JOSE, CA— (November 29, 2005)— Bell Microproducts, Inc. (NASDAQ:BELM), a leading international value-added provider of a wide range of high technology storage products, solutions and services, today announced the promotion of Jim Illson to the position of Chief Operating Officer and President of the Americas.

W. Donald Bell, President and Chief Executive Officer of Bell Microproducts commented, “For the past several months Jim has been acting as interim President of North America, in addition to his role as EVP, Finance and Operations and Chief Financial Officer. The Board of Directors and I are pleased with the progress we have made in North and South America and we feel it is now appropriate to name Jim to this new position. In his new role, Jim will be responsible for our distribution business in North and South America as well as Total Tec Systems and Rorke Data. During the transition to his new role, Jim will continue to serve as the Company’s Chief Financial Officer; however, our plan is to appoint a new CFO in the near future.”

“As CFO of the Company for the past three years, Jim has made significant contributions in many areas of our Company, including our profitability, our capital formation, our financial reporting, and our compliance with financial and other control regulations such as Sarbanes-Oxley. Jim also played key leadership roles in our acquisition of OpenPSL in the UK, Net Storage in Brazil, and most recently MCE in Munich, Germany. His extensive experience in enterprise and computer products distribution and most importantly his proven abilities make him a great choice for this position.”

Jim Illson joined Bell Micro in September 2002 as Executive Vice President, Finance and Operations of the Company. He was formerly President and CEO of Wareforce Inc., a leading Information Technology (IT) solutions provider and a value-added reseller of enterprise computing and storage systems. Previously, he was President and COO of Merisel, who at the time was a leading computer products distributor. Mr. Illson began his employment at Merisel as Chief Financial Officer. Prior to Merisel, Jim held senior financial positions with several companies.

About Bell Microproducts

Bell Microproducts is an international, value-added provider of a wide range of high-technology products, solutions, and services to the industrial and commercial markets. The Company’s offering includes semiconductors, computer platforms, peripherals, and storage products of various types including desktop, high-end computer and storage subsystems, fibre channel connectivity products, RAID, NAS and SAN storage systems and back-up products. Bell Microproducts is an industry-recognized specialist in storage products and is one of the world’s largest storage-centric value-added distributors.

The Company’s products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions. The Company adds value with a broad range of services including system design, integration, installation, maintenance, and other consulting services. Trained and certified technical personnel provide these services at Bell Microproducts’ ISO 9001:2000 facilities. Bell Microproducts markets and distributes more than 140 brand name product lines, as well as its own Rorke Data storage products and Markvision memory modules, to original equipment manufacturers (OEMs), contract electronic manufacturing services (CEMS) customers, value-added resellers (VARs) and system integrators in the Americas and Europe. 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 may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect our current views of future events and financial performance and involve known and unknown risks and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons. The forward-looking statements in this release relate to the growth of our business in Europe and the financial impact of the acquisition on consolidated earnings per share may be materially impacted by the following factors, among others: the ability to successfully integrate MCE’s operations, worldwide industry conditions, changes in product supply, pricing, and customer demand, competition, other vagaries in the computer and electronic components markets, changes in relationships with key suppliers, foreign currency fluctuations and the other risks described from time to time in our reports to the Securities and Exchange Commission (including our Annual Report on Form 10-K). Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements.

EXHIBIT 99.2

BELL MICROPRODUCTS INC.

CONTACT:
Graeme Watt
President
Bell Microproducts Europe
44 (0) 208 286 5550

Rob Damron
Investor Relations
Bell Microproducts
1 (414) 224-1668

FOR IMMEDIATE RELEASE

Bell Microproducts Announces
Acquisition of MCE
Leading European Distributor of Storage Products and Systems

SAN JOSE, CA— (November 28, 2005)— Bell Microproducts, Inc. (NASDAQ:BELM), a leading international value-added provider of a wide range of high technology storage products, solutions and services, today announced that it has signed a definitive purchase agreement for the acquisition of select assets and assumption of select liabilities of MCE, based in Munich, Germany.

MCE is a leading European distributor of disk drives and components, and also has a substantial IBM enterprise business in its home market in Germany. MCE’s customer base includes Enterprise VAR’s, system builders and industrial accounts. MCE has annual revenues of around € 270 million of which around € 170 million is in Germany. The remaining business is in the major markets of the UK, France and USA.

The acquisition is expected to close around December 1^st. It is expected to be accretive with additional annual EPS of $.04 — $.06.

Don Bell, President and Chief Executive Officer of Bell Microproducts commented, “With this strategic acquisition, Bell Micro continues its focus on achieving substantial growth in value added storage products and services in the key markets in Continental Europe and the UK. MCE adds value business with IBM in Germany and across the UK, France and in Germany with respect to its Industrial OEM focus. It fits perfectly with our internal investments in these areas and contributes to the building of our infrastructure and European market share outside the UK. Additionally the acquisition of MCE adds additional experienced management, sales and marketing resources to our team. We have known and respected the operational MCE management group for a long time, and look forward to making them a part of our company. “

Graeme Watt, President for Bell Microproducts in Europe commented, “We are very excited about the acquisition of MCE. This acquisition gives Bell Micro a clear broadening of our European business outside the UK. MCE’s business of disk drives, components and IBM systems is compatible with Bell Micro’s product focus. In addition, we are strengthening our presence in Germany, the largest IT market in Europe. We have the skills and strong growth strategy to take our combined product portfolio to a materially expanded customer base. We very much look forward to working with MCE’s customers, employees, and vendors to provide an overall enhanced service offering to all our partners.”

About Bell Microproducts

Bell Microproducts is an international, value-added provider of a wide range of high-technology products, solutions, and services to the industrial and commercial markets. The Company’s offering includes semiconductors, computer platforms, peripherals, and storage products of various types including desktop, high-end computer and storage subsystems, fibre channel connectivity products, RAID, NAS and SAN storage systems and back-up products. Bell Microproducts is an industry-recognized specialist in storage products and is one of the world’s largest storage-centric value-added distributors.

The Company’s products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions. The Company adds value with a broad range of services including system design, integration, installation, maintenance, and other consulting services. Trained and certified technical personnel provide these services at Bell Microproducts’ ISO 9001:2000 facilities. Bell Microproducts markets and distributes more than 140 brand name product lines, as well as its own Rorke Data storage products and Markvision memory modules, to original equipment manufacturers (OEMs), contract electronic manufacturing services (CEMS) customers, value-added resellers (VARs) and system integrators in the Americas and Europe. More information can be found in the Company’s SEC filings, or by visiting the Bell Microproducts Web site at www.bellmicro.com.

About MCE

Founded in 1980 in Ottobrunn, Germany, MCE has developed into an experienced international distributor of mass storage products and storage system solutions. The company’s core business is the international distribution of storage peripheral products. As an authorized distribution partner of IBM, Hitachi, Adaptec, ICP Vortex, ExcelStor, LSI Logic, Promise, StorCase, Tekram and Yosemite, MCE provides customers with a comprehensive range of state-of-the-art low-end through high-end storage solutions. The company’s Enterprise Storage Systems department also offers a full range of solutions based on IBM and Hitachi systems as well as all IBM software brands (Tivoli, Lotus, Websphere, DB2). MCE, with its head office in Ottobrunn near Munich, has subsidiaries in Lorsch near Frankfurt, in Stuttgart, in Swindon in the United Kingdom and in Livermore, California, USA.

Safe Harbor Statement

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect our current views of future events and financial performance and involve known and unknown risks and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons. The forward-looking statements in this release relate to the growth of our business in Europe and the financial impact of the acquisition on consolidated earnings per share may be materially impacted by the following factors, among others: the ability to successfully integrate MCE’s operations, worldwide industry conditions, changes in product supply, pricing, and customer demand, competition, other vagaries in the computer and electronic components markets, changes in relationships with key suppliers, foreign currency fluctuations and the other risks described from time to time in our reports to the Securities and Exchange Commission (including our Annual Report on Form 10-K). Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements.

EXHIBIT 99.3

BELL MICROPRODUCTS INC.

Contact:

Rob Damron
Investor Relations
Bell Microproducts
414-224-1668

FOR IMMEDIATE RELEASE

Bell Microproducts Announces Additional Focus on Profitability and Investment in European
Operations

Don Bell, Chief Executive Officer, to Relocate Temporarily to Europe

SAN JOSE, CA— (November 29, 2005)— Bell Microproducts, Inc. (NASDAQ:BELM), a leading international value-added provider of a wide range of high technology storage products, solutions and services, today announced additional management actions being taken to oversee the Company’s initiatives in its European operations and to focus additional resources on improving the region’s return on investment.

W. Donald Bell, President and CEO of Bell Microproducts said, “Our European operations represent a strategic segment of our business. Over the past 18 months we have made two sizeable acquisitions in Europe and have committed to making investments in key areas, such as Industrial products and value-added services which are differentiators for our Company. We have also recently committed to a significant restructuring program to focus our business on improving gross margins and reducing costs to achieve an acceptable level of consistent profitability.”

Mr. Bell continued, “Given the importance of our operations in Europe and the changes we are making, I am going to spend the majority of my time in Europe over the next several quarters and will relocate there temporarily. I will work with our team to oversee our investments and focus on improving our financial performance in this market. We expect to complete our acquisition of MCE on December 1 which will add substantial resources to our continental European market position. The recent promotion of Jim Illson to Chief Operating Officer and President of the Americas region will provide me additional time to work with our team in Europe. We are confident that we will be able to achieve our objectives for Europe and the company in 2006.”

About Bell Microproducts

Bell Microproducts is an international, value-added provider of a wide range of high-technology products, solutions, and services to the industrial and commercial markets. The Company’s offering includes semiconductors, computer platforms, peripherals, and storage products of various types including desktop, high-end computer and storage subsystems, fibre channel connectivity products, RAID, NAS and SAN storage systems and back-up products. Bell Microproducts is an industry-recognized specialist in storage products and is one of the world’s largest storage-centric value-added distributors.

The Company’s products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions. The Company adds value with a broad range of services including system design, integration, installation, maintenance, and other consulting services. Trained and certified technical personnel provide these services at Bell Microproducts’ ISO 9001:2000 facilities. Bell Microproducts markets and distributes more than 140 brand name product lines, as well as its own Rorke Data storage products and Markvision memory modules, to original equipment manufacturers (OEMs), contract electronic manufacturing services (CEMS) customers, value-added resellers (VARs) and system integrators in the Americas and Europe. 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 may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect our current views of future events and financial performance and involve known and unknown risks and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons. The forward-looking statements in this release relate to the growth of our business in Europe and the financial impact of the acquisition on consolidated earnings per share may be materially impacted by the following factors, among others: the ability to successfully integrate MCE’s operations, worldwide industry conditions, changes in product supply, pricing, and customer demand, competition, other vagaries in the computer and electronic components markets, changes in relationships with key suppliers, foreign currency fluctuations and the other risks described from time to time in our reports to the Securities and Exchange Commission (including our Annual Report on Form 10-K). Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements.