-----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, EFm0Wgr3Dc9QejJEVA0FAJKKU/523+NuHK54ZfCB82Gazk/ycfFlTGA4+mVa/G4Y N+18EccgpuevkRxBvqm/KA== 0000932334-08-000001.txt : 20080617 0000932334-08-000001.hdr.sgml : 20080617 20080617161156 ACCESSION NUMBER: 0000932334-08-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080613 FILED AS OF DATE: 20080617 DATE AS OF CHANGE: 20080617 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 952039211 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1960 E GRAND AVENUE SUITE 560 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105632355 MAIL ADDRESS: STREET 1: 1960 E GRAND AVENUE SUITE 560 CITY: EL SEGUDON STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARZ MARK E CENTRAL INDEX KEY: 0001208889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 08903336 BUSINESS ADDRESS: STREET 1: NEWCASTLE PARTNERS L P STREET 2: 300 CRESCENT COURT STE 1110 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001251293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 08903337 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 200 CRESCENT COURT STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001251296 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 08903338 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 200 CRESCENT COURT STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 08903339 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2008-06-13 0 0000945489 BELL INDUSTRIES INC /NEW/ BI 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 1 0 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 1 0 0001251293 NEWCASTLE CAPITAL GROUP LLC 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 1 0 0001208889 SCHWARZ MARK E 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 1 0 4% Convertible Promissory Note Due 2017 0.2 2008-06-13 4 P 0 11137321 11137321 A 2008-06-13 2017-01-31 Common Stock, $.001 par value per share 25863426 25863426 D The 4% convertible subordinated pay-in-kind promissory note due January 31, 2017 reported herein (the "Convertible Note") is held directly by Newcastle Partners, L.P. ("NP"). The Convertible Note was originally issued on January 31, 2007 with an initial principal amount of $10,000,000 and was subsequently amended and restated on March 12, 2007 and on June 13, 2008. On June 13, 2008, the conversion price on the Convertible Note was reduced to $.20 (from $3.81) subject to adjustment, the interest rate was reduced to 4% (from 8%) subject to adjustment, and the principal balance of the Convertible Note was restated at $11,137,321 (consisting of the original principal amount plus paid-in-kind and accrued interest as of June 12, 2008). Represents the number of shares of Common Stock of the Issuer into which the Convertible Note, principal amount $11,137,321, is convertible into subject to the following limitations. The entire principal amount (inclusive of any interest accretion) of the Convertible Note is convertible into shares of Common Stock at the conversion price of $.20 per share, subject to adjustment (the "Conversion Price"); provided that, (conintuation of Footnote 2) until such time as the Issuer's shareholders approve an increase in the Issuer's authorized shares of Common Stock to permit full conversion of the Convertible Note, NP cannot convert the Convertible Note into more than a number of shares of Common Stock which, when added together with any other outstanding shares of Common Stock and any shares of Common Stock into which derivative securities of Issuer are then convertible or exercisable, equal the maximum number of authorized shares of Common Stock under Issuer's existing Articles of Incorporation. The Issuer has agreed to seek shareholder approval at its 2008 annual meeting of shareholders for an increase in the authorized shares of Common Stock of the Issuer to permit the conversion of the entire principal balance of the Convertible Note shares of Common Stock upon conversion of the Convertible Note. Upon such approval, it is expected that the Convertible Note shall be convertible into at least 29,823,179 additional shares (as well as any additional shares in respect of paid in kind interest on the Convertible Note). If such approval is not obtained at the Issuer's 2008 annual meeting of shareholders, this Form 4 will be amended accordingly. Newcastle Capital Management, L.P. ("NCM") is the general partner of NP, Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Mr. Schwarz may be deemed to beneficially own the shares issuable upon conversion of the Convertible Note. Mr. Schwarz, NCM and NCG disclaim beneficial ownership of the shares beneficially owned by NP, except to the extent of their pecuniary interest therein. Mr. Schwarz is a director of the Issuer. Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, by:/s/ Mark E. Schwarz, its managing member 2008-06-17 Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2008-06-17 Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member 2008-06-17 /s/ Mark E. Schwarz 2008-06-17 -----END PRIVACY-ENHANCED MESSAGE-----