-----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, EzxllK526AjpMcI1ai8/Wx4/OSLrh1Zl1N25SzFn1or97xmypSPnWoSAMEw8hZ66 H8yp07A7dRjpr+s+OM1iAA== 0000950134-07-015162.txt : 20070716 0000950134-07-015162.hdr.sgml : 20070716 20070713213148 ACCESSION NUMBER: 0000950134-07-015162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070713 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070716 DATE AS OF CHANGE: 20070713 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 07979680 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 8-K 1 a31916e8vk.htm FORM 8-K e8vk
 

 
 
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) — July 13, 2007
BELL INDUSTRIES, INC.
 
(Exact name of Registrant as specified in its Charter)
         
California   001-11471   95-2039211
         
(State or Other Jurisdiction
of Incorporation or Organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
 
8888 Keystone Crossing, Suite #1700, Indianapolis, IN   46240
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (317) 704-6000
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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.02 Termination of a Material Definitive Agreement.
     On July 13, 2007, as a result of the resignation of Mr. Fellows as further described below under Item 5.02, the employment agreement between Bell Industries, Inc. (the “Company”) and Mr. Fellows terminated.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On July 13, 2007, John A. Fellows submitted to the Company’s Board of Directors, his written notice of resignation as a director and President and Chief Executive Officer of the Company, effective immediately.
     Effective July 13, 2007, the Company appointed Clinton J. Coleman, 30, as Interim Chief Executive Officer of the Company. Mr. Coleman is currently a director of the Company and is a Vice President of Newcastle Capital Management, L.P., the general partner of Newcastle Partners, L.P. (“Newcastle”). Mr. Coleman is also currently a director of Fox & Hound Restaurant Group and recently served as Interim Chief Financial Officer of Pizza Inn, Inc. between July 2006 and January 2007. Newcastle has purchased and currently holds the Company’s securities and collectively Newcastle and its affiliates, including Mr. Coleman, beneficially own more than 5% of the Company’s outstanding common stock.
Item 8.01. Other Events.
     On July 13, 2007, the Company issued a press release announcing the appointment of Mr. Coleman as the Interim Chief Executive Officer of the Company and the resignation of Mr. Fellows. The copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
  (d)   Exhibits.
  99.1—     Press Release issued on July 13, 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 INDUSTRIES, INC.
 
 
 
Date: July 13, 2007  By:   /s/ Kevin J. Thimjon    
  Name:   Kevin J. Thimjon   
  Title:   Chief Financial Officer   
 

 


 

EXHIBIT INDEX
     
Exhibit Number   Description
 
   
99.1
  Press Release issued on July 13, 2007.

 

EX-99.1 2 a31916exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
(BELL INDUSTRIES LOGO)
CONTACT:
Bell Industries, Inc.
Kevin Thimjon, CFO
317-704-6000
BELL INDUSTRIES’ CHIEF EXECUTIVE OFFICER RESIGNS;
BOARD APPOINTS DIRECTOR AS INTERIM CEO
Indianapolis, IN — July 13, 2007 — Bell Industries, Inc. (AMEX:BI) today announced that John A. Fellows has resigned as president and chief executive officer effective immediately. In accordance with his employment agreement, Fellows has also resigned as a director of the company.
Bell’s board of directors, by unanimous vote of the independent directors, has appointed Clinton J. Coleman, currently a director of Bell, as interim president and chief executive officer. Coleman will serve as Bell’s interim chief executive officer and principal executive officer until such time as the company completes its on-going search for a successor. The company will retain a search firm to assist in identifying qualified candidates.
Coleman is a vice president of Newcastle Capital Management, L.P., the general partner of Newcastle Partners, L.P. He also currently serves as a director of Fox & Hound Restaurant Group and was interim chief financial officer of Pizza Inn, Inc. from July 2006 to January 2007.
About Bell Industries, Inc.
     Bell Industries is comprised of three diversified operating units, Bell Technology Solutions business, SkyTel and its Recreational Products Group. The company’s Technology Solutions business offers a comprehensive portfolio of customizable and scalable technology solutions ranging from customer-relationship management (CRM) and managed technology services to reverse logistics and mobile/wireless solutions. SkyTel provides nationwide wireless data and messaging services, including email, interactive two-way messaging, wireless telemetry services and traditional text and numeric paging. Recreational Products Group is a wholesale distributor of after market parts and accessories for the recreational vehicles and other leisure-related vehicle market, including marine, snowmobile, cycle and ATV.
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