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
July 21, 1999
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Date of Report (Date of earliest event reported)
Bell Microproducts Inc.
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(Exact name of Registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
005-43709 94-3057566
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(Commission File No.) (IRS Employer Identification Number)
1941 Ringwood Avenue
San Jose, California 95131-1721
(408) 451-9400
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(Address of Principal Executive Offices)
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On July 21, 1999 (the "Closing Date"), Bell Microproducts - Future
Tech, Inc., a California corporation ("Bell Acquisition Sub") and a wholly-owned
subsidiary of Bell Microproducts Inc., a California corporation (the "Company"),
completed its acquisition of certain assets and assumption of certain
liabilities of Future Tech International, Inc., a Florida corporation ("Future
Tech") pursuant to an Asset Purchase Agreement dated May 14, 1999, as amended on
June 1, 1999 (the "Agreement").
The acquisition will be accounted for as a purchase. The assets
acquired were primarily accounts receivable, inventory and fixed assets. As
consideration for the assets purchased, Bell Acquisition Sub paid Future Tech
US$1.5 million in cash, assumed certain liabilities, primarily trade accounts
payable, of Future Tech, and is obligated to pay an additional US$1.0 million in
cash within 45 days from the Closing Date, subject to certain contingent offsets
and reductions, and to pay up to an additional US$4.5 million in cash within 21
months of the Closing Date as a contingent incentive payment to be based upon
earnings achieved up to the first anniversary of the Closing Date. The Company
has guaranteed Bell Acquisition Sub's performance with respect to these payments
and assumption of liabilities. The Company financed the acquisition by using its
bank line. The acquisition was consummated pursuant to a confirmation order
issued by the U.S. Bankruptcy Court for the Southern District of Florida on July
9, 1999, approving Future Tech's plan of reorganization under Chapter 11 of the
Bankruptcy Code. One of Future Tech's creditors has filed a notice of appeal
with respect to the confirmation order.
Future Tech has been a value-added distributor of computer components
to Latin American and Caribbean markets. Certain of the assets acquired by Bell
Acquisition Sub were used by Future Tech in, and will be used by Bell
Acquisition Sub for, the manufacture and marketing of memory module products.
Item 7. Financial Statements and Exhibits
(a) The financial statements required by this Item 7 will be filed
by amendment within the time prescribed by Item 7(a)(4) of
Form 8-K.
(b) Not applicable.
(c) Exhibit
2.3 Asset Purchase Agreement between Bell Microproducts -
Future Tech, Inc., Future Tech International, Inc.,
Bell Microproducts Inc., and Leonard Keller, dated
May 14, 1999, including the amendment thereto.
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Certain schedules to the Agreement, as amended, are
listed on the Index of Schedules thereto and
elsewhere therein, and the Registrant agrees to
furnish them supplementally to the Securities and
Exchange Commission upon request.
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.
By: Remo E. Canessa
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Its: Vice President,
Finance and Chief
Financial Officer
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Dated: August 4, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT
TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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Bell Microproducts Inc.
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August 4, 1999
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.3 Asset Purchase Agreement between Bell
Microproducts - Future Tech, Inc., Future
Tech International, Inc., Bell
Microproducts Inc., and Leonard Keller,
dated May 14, 1999, as amended June 1,
1999.