-----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, O1GaWCg31C5LXy/tK/0Q79vL+ZBQXmIWMwgeDnoZLgzUOSVAEzwB3xO1PJ3P9b+o k0G3nN8eENosJmrMKssfEA== 0001299933-07-001853.txt : 20070326 0001299933-07-001853.hdr.sgml : 20070326 20070326160346 ACCESSION NUMBER: 0001299933-07-001853 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070320 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 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: 07718188 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 8-K 1 htm_19160.htm LIVE FILING Bell Microproducts Inc. (Form: 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):   March 20, 2007

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2007, Bell Microproducts Inc. (the "Company") received an additional written Staff Determination notice from the Nasdaq Stock Market stating that the Company is not in compliance with the continued listing requirement set forth in Nasdaq Marketplace Rule 4310(c)(14) because the Staff had not received the Company’s Annual Report on Form 10-K for the period ended December 31, 2006. The Company will file a response to the Staff’s notification with the Nasdaq Listing and Hearing Review Council. The response will explain that the Company’s failure to file its Form 10-K for fiscal year 2006 relates to the inability to complete certified financial statements pending completion of the continued work on the previously announced restatement and 2006 audit, and the separate stock option review and that the Company is working diligently to complete both in order to become current in its periodic filings and satisfy the continued listing requirement.

The Company issued a pr ess release on March 26, 2007 disclosing its receipt of this Nasdaq Staff Determination notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Shell company transactions: None.

(d) Exhibits:
Exhibit 99.1 - Press release dated March 26, 2007






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.
          
March 26, 2007   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 March 26, 2007
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

BELL MICROPRODUCTS

     
CONTACT:
  Rob Damron
Investor Relations Representative
Bell Microproducts Inc.

(414) 224-1668

ir@bellmicro.com

FOR IMMEDIATE RELEASE

Bell Microproducts Receives Additional Notice from Nasdaq;
Delisting Deadline Remains Unchanged

March 26, 2007—Bell Microproducts, Inc. (Nasdaq: BELM) (the “Company”) today announced that it has received a Nasdaq Staff Determination notice stating that the Company is not in compliance with the filing requirements for continued listing as set forth in Nasdaq Marketplace Rule 4310(c)(14) because the Staff had not received the Company’s Annual Report on Form 10-K for the period ended December 31, 2006.

This notice was received in connection with the Company’s ongoing, previously disclosed proceeding before The Nasdaq Stock Market regarding the continued listing of the Company’s securities. The Company will file a response to the Staff’s notification with the Nasdaq Listing and Hearing Review Council (the “Council”). The response that will explain that the Company’s failure to file its Form 10-K for fiscal year 2006 relates to the inability to complete certified financial statements pending completion of the continued work on the previously announced restatement, its 2006 audit and the separate stock option review, and that the Company is working diligently to complete both in order to become current in its periodic filings and satisfy the continued listing requirement.

As previously disclosed, Nasdaq initially informed the Company in a Staff Determination notice dated November 14, 2006 that its securities would be delisted due to the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2006 unless an extension was granted by Nasdaq. The Company subsequently requested and was granted a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”) and the Panel granted the Company’s request for an extension for continued listing until May 22, 2007, unless further extended by the Council in connection with an appeal the Company has made to the Council. The Council will consider the matters giving rise to each Staff Determination notice when rendering a decision on the Company’s appeal. There can be no assurance that the Council will grant the Company any further extension to satisfy the continued listing requirement set forth in Marketplace Rule 4310(c)(14).

The Company intends to file its Annual Report on Form 10-K for the period ended December 31, 2006, as well as its Quarterly Report on Form 10-Q for the period ended September 30, 2006, as soon as practicable.

About Bell Microproducts

Bell Microproducts 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, this Fortune 1000 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 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, which include the Company’s intentions with respect to filing its Annual Report on Form 10-K for the period ended December 31, 2006 and its Quarterly Report on Form 10-Q for the period ended September 30, 2006, 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 including, but not limited to the ultimate outcome and timing of the financial restatement process and stock option review and the risk that additional accounting issues may arise, as well as the risks described from time to time in the Company’s reports to the Securities and Exchange Commission (including the Company’s 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. The Company undertakes no obligation to update publicly or revise any forward-looking statements.

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