As filed with the Securities and Exchange Commission on December 26, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Amendment No. 1
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BELL MICROPRODUCTS INC.
(Name of Subject Company (Issuer))
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BELL MICROPRODUCTS INC.
(Name of Filing Person (Offeror))
Options To Purchase Common Stock with a Per Share
Exercise Price of $11.75 or Greater
(Title of Class of Securities)
078137 10 6
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
W. Donald Bell
President and Chief Executive Officer
Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, California 95131-1721
Telephone: (408) 451-9400
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Melodie R. Rose, Esq.
Fredrikson & Byron, P.A.
4000 Pillsbury Center
200 South Sixth Street
Minneapolis, MN 55402-1425
Telephone: (612) 492-7000
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$39,463,837 $7,893
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*Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,328,250 shares of common stock of Bell
Microproducts Inc. having a weighted average exercise price of $16.95 will be
exchanged pursuant to this offer. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
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[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $7,893
Form or Registration No.: Schedule TO
Filing party: Bell Microproducts Inc.
Date filed: November 26, 2002.
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO ("Schedule TO") filed with the Securities and Exchange Commission
on November 26, 2002 relating to our offer to exchange ("Exchange Offer"): (i)
options to purchase shares of our common stock, par value $.01 per share, held
by current officers and employees with an exercise price greater than $11.75 per
share ("Eligible Options"), and (ii) all options granted after May 26, 2002,
even if the exercise price per share of such options is less than $11.75 per
share, to persons tendering Eligible Options in this Exchange Offer, for awards
of restricted stock units upon the terms and subject to the conditions described
in the Exchange Offer dated November 25, 2002 filed on November 26, 2002.
ITEM 1. Summary Term Sheet.
Item 1 is hereby amended as follows: The Summary Term Sheet of the
Exchange Offer, dated November 25, 2002, attached as Exhibit (a)(1)(A) to this
Amendment No.1 to Schedule TO, is hereby amended as follows:
(i) to replace in its entirety the final sentence to the
response to Question 6 with the following: "The vest start date will be the date
that we accept all tendered options for conversion, which will be promptly after
expiration of the exchange offer unless we have termined the exchange offer
prior to the expiration date."
(ii) to replace in its entirety the second sentence of the
response to Question 13 with the following: "The scheduled expiration date of
this exchange offer is December 30, 2002, and we expect to accept all tendered
options promptly thereafter unless we extend this exchange offer."
(iii) to replace in its entirety the final sentence of the
final paragraph to the response to Question 24 with the following: "Subject to
our rights to extend, terminate and amend this exchange offer, we currently
expect that we will accept all properly tendered options promptly after the
scheduled expiration date, which is currently December 30, 2002."
ITEM 4. Terms of the Transaction.
Sections 3 - 6, 8 and 15 of the Exchange Offer, dated November 25,
2002, attached as Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, are
hereby amended as follows:
(i) to replace in its entirety the final sentence of the
second paragraph in Section 3 with the following: "Section 14 of this exchange
offer describes our rights to extend, delay, terminate and amend this exchange
offer, and this Section 3 describes our rights to accept or reject tendered
options."
(ii) to replace in its entirety the final sentence of the
second paragraph in Section 4 with the following: "We currently intend to accept
properly tendered options promptly after the scheduled expiration date of the
exchange offer, which is currently December 30, 2002."
(iii) to replace in its entirety the first sentence of the
first paragraph in Section 5 with the following: "Upon the terms and subject to
the conditions of this exchange offer, we currently expect to accept for
exchange options properly tendered and not validly withdrawn promptly after the
scheduled expiration date of the exchange offer, which is currently December 30,
2002."
(iv) to replace in its entirety the introductory paragraph in
Section 6 with the following: "Notwithstanding any other provision of this
exchange offer, we will not be required to accept any options tendered to us,
and we may terminate or amend this exchange offer, or postpone our acceptance
and cancellation of any options tendered to us, in each case, subject to Rule
13e-4(f)(5) under the Securities Exchange Act, if at any time before the
expiration date any of the following events has occurred, or has been determined
by us to have occurred, and, in our reasonable judgment in any such case, the
occurrence of such event or events makes it inadvisable for us to proceed with
this exchange offer;"
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(v) to replace in its entirety the third bullet point in
Section 6(b) with the following: "in our reasonable judgment, could materially
and adversely affect the business, condition (financial or other), income,
operations or prospects of Bell or its subsidiaries or otherwise materially
impair in any way the contemplated future conduct of our business or the
business of any of our subsidiaries;"
(vi) to replace in its entirety the second to last sentence of
the third paragraph of Section 8 with the following: "We currently expect to
begin the process of delivering executed restricted stock unit agreements
promptly after the date that we accept tendered options, which will be promptly
after the scheduled expiration date of the exchange offer, which currently is
December 30, 2002."
(vii) to replace in its entirety the second of the fourth
paragraph of Section 15 with the following: "If we extend the length of time
during which this exchange offer is open, the amendment must be issued no later
than 9:00 a.m., Eastern Time, on the next business day after the last previously
scheduled or announced expiration date."
ITEM 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds.
Section 8 of the Exchange Offer, dated November 25, 2002, attached as
Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, is hereby amended as
follows:
(i) to replace in its entirety the second to last sentence of
the third paragraph of Section 8 with the following: "We currently expect to
begin the process of delivering executed restricted stock unit agreements
promptly after the date that we accept tendered options, which will be promptly
after the scheduled expiration date of the exchange offer, which currently is
December 30, 2002."
(b) Conditions.
Section 6 of the Exchange Offer, dated November 25, 2002, attached as
Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, is hereby amended as
follows:
(i) to replace in its entirety the introductory paragraph in
Section 6 with the following: "Notwithstanding any other provision of this
exchange offer, we will not be required to accept any options tendered to us,
and we may terminate or amend this exchange offer, or postpone our acceptance
and cancellation of any options tendered to us, in each case, subject to Rule
13e-4(f)(5) under the Securities Exchange Act, if at any time before the
expiration date any of the following events has occurred, or has been determined
by us to have occurred, and, in our reasonable judgment in any such case, the
occurrence of such event or events makes it inadvisable for us to proceed with
this exchange offer;"
(ii) to replace in its entirety the third bullet point in
Section 6(b) with the following: "in our reasonable judgment, could materially
and adversely affect the business, condition (financial or other), income,
operations or prospects of Bell or its subsidiaries or otherwise materially
impair in any way the contemplated future conduct of our business or the
business of any of our subsidiaries;"
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ITEM 8. Interests in Securities of the Subject Company.
(a) Securities Ownership.
Section 9 of the Exchange Offer, dated November 25, 2002, attached as
Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, is hereby amended as
follows:
(i) by supplementing the Summary Financial Data contained in
Section 9 with the information contained in Exhibit (a)(1)(L) to this Schedule
TO.
(b) Securities Transactions.
Section 10 of the Exchange Offer, dated November 25, 2002, attached as
Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, is hereby amended:
(i) to add after the final sentence of the first paragraph of
Section 10 the following sentence: "Our executive officers have currently
indicated their intention to tender for exchange 402,500 covered options in the
exchange offer (subject to their continuing right to change their respective
elections in accordance with the terms of the exchange offer)."
ITEM 9. Person/Assets, Retained, Employed, Compensated or Used.
(c) Summary Information.
Section 9 of the Exchange Offer, dated November 25, 2002,
attached as Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, is hereby
amended:
(i) by supplementing the Summary Financial Data contained in
Section 9 with the information contained in Exhibit (a)(1)(L) to this Schedule
TO;
ITEM 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
Section 10 of the Exchange Offer, dated November 25, 2002,
attached as Exhibit (a)(1)(A) to this Amendment No.1 to Schedule TO, is hereby
amended:
(i) to add after the final sentence of the first paragraph of
Section 10 the following sentence: "Our executive officers have currently
indicated their intention to tender for exchange 402,500 covered options in the
exchange offer (subject to their continuing right to change their respective
elections in accordance with the terms of the exchange offer)."
ITEM 12. Exhibits.
Item 12 of the Schedule TO is hereby amended to amend Exhibits
(a)(1)(A) and (a)(1)(B), which are attached hereto, and to add reference to
Exhibit (a)(1)(L), which is attached hereto.
(a)(1)(A) Exchange Offer, dated November 25, 2002, as amended
herewith.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(L) Form of Supplement to Exchange Offer to Eligible
Participants.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
Dated: December 26, 2002 BELL MICROPRODUCTS INC.
By: /s/ James E. Illson
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Name: James E. Illson
Title: Executive Vice President
Finance and Operations,
Chief Financial Officer
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