Exhibit (a)(1)(B)
BELL MICROPRODUCTS INC.
LETTER OF TRANSMITTAL
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The exchange offer and withdrawal rights expire at
midnight, Pacific Time, on December 30, 2002,
unless the offer is extended.
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
1. DEFINED TERMS. All terms used in this letter of transmittal but not defined
will have the meaning ascribed to them in the exchange offer, dated November 25,
2002, also referred to as the exchange offer. Unless the context requires
otherwise, references in this letter of transmittal to "Bell," "we," "us,"
"our," and "ours" mean Bell Microproducts Inc. and its subsidiaries.
2. EXPIRATION DATE. The exchange offer and any rights to withdraw a tender of
options expire at midnight, Pacific Time, on December 30, 2002, unless the
exchange offer is extended.
3. TENDERS. If you intend to tender options under the exchange offer, you must
sign this letter of transmittal and complete the election form attached as Annex
A. You are not required to tender any of your options. If you choose to tender
for exchange eligible option shares granted under a particular agreement, you
must tender all eligible option shares granted by that particular option
agreement, but need not tender eligible option shares granted by different
option agreements. Further, if you tender any eligible options you must tender
all options granted to you on or after May 26, 2002. The exact number of options
that you have now is listed on the enclosed statement.
4. DELIVERY OF LETTER OF TRANSMITTAL. A signed letter of transmittal and
properly completed election form must be received by Linda Teague, Director of
Human Resources, at Bell Microproducts Inc., 1941 Ringwood Avenue, San Jose,
California 95131-1721 Fax No. (408) 451-1617, before midnight, Pacific Time, on
December 30, 2002, unless the exchange offer is extended. You do not need to
return your stock option agreements for your options to effectively elect to
accept this offer.
Your election will be effective only upon receipt by us. We recommend
that you send your election by fax or, if necessary, by mail, and then follow up
with a telephone call or e-mail to confirm receipt by the deadline. Delivery by
e-mail will not be accepted. If you have questions about delivery, you may
contact Dick Jacquet or Linda Teague. You should review the exchange offer, the
letter of transmittal, the election form and all of their attachments before
making your election. We will only accept a paper copy of your election form;
e-mail and voice-mail will NOT be accepted as a valid manner of election.
5. WITHDRAWAL OF ELECTION. Tenders of options made under the exchange offer may
be withdrawn at any time before midnight, Pacific Time, on December 30, 2002,
unless we extend the expiration date in which case withdrawals must be received
before midnight, Pacific Time, on such later expiration date. In addition, if
Bell does not accept your tendered options after January 20, 2003, you will also
have the right to withdraw your tendered options after that date and until your
tendered options have been accepted.
To withdraw tendered options, you must mail or fax a properly completed
notice of withdrawal form to Linda Teague, Director of Human Resources, at Bell
Microproducts Inc., 1941 Ringwood Avenue, San Jose, California 95131-1721 Fax
No. (408) 467-2720. Withdrawals may not be rescinded and any options withdrawn
will not be considered to be properly tendered, unless the withdrawn options are
properly re-tendered before the expiration date by following the procedures
described in numbers 3 and 4 above.
6. SIGNATURES. Please sign and ate the letter of transmittal, and provide your
social security number or other tax identification number.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for
assistance, as well as requests for additional copies of the exchange offer or
this letter of transmittal may be directed to Dick Jacquet, Vice President of
Human Resources, at (408) 467-2760 or Linda Teague, Director of Human Resources,
at (408) 451-1617. Copies will be furnished promptly at Bell's expense.
8. IRREGULARITIES. We will determine, in our discretion, all questions as to the
number of shares subject to options tendered and the validity, form, eligibility
(including time of receipt) and acceptance of any tender of options. Our
determination of these matters will be final and binding on all parties. We may
reject any or all tenders of options that we determine are not in appropriate
form or that we determine are unlawful to accept. We may waive any defect or
irregularity in any tender with respect to any particular options or any
particular option holder before the expiration of the offer. No options will be
accepted for exchange until the option holder exchanging the options has cured
all defects or irregularities to our satisfaction, or they have been waived by
us, prior to the expiration date. Neither we nor any other person is obligated
to give notice of any defects or irregularities involved in the exchange of any
options, and no one will be liable for failing to give notice of any defects or
irregularities.
9. CONDITIONAL OR CONTINGENT OFFERS. Bell will not accept any alternative,
conditional or contingent tenders.
10. IMPORTANT TAX INFORMATION. If you are a U.S. officer or employee, you should
refer to Section 13 of the exchange offer, which contains important tax
information. If you are a non-U.S. officer or employee, you should refer to
Section 14 of the exchange offer, which contains important tax information. We
encourage all officers and employees to consult with tax advisors if you have
questions about your financial or tax situation. In addition, if you would
11. like to make a Section 83(b) election, you, you must indicate this intention
in paragraph (12) of this letter of transmittal.
LETTER OF TRANSMITTAL
To: Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, California 95131-1721
Facsimile: (408) 451-2720
Attn: Dick Jacquet
Attn: Linda Teague
I have received the exchange offer, this letter of transmittal and the
election to tender eligible options attached as Annex A.
I acknowledge that:
(1) Upon the terms and subject to the conditions described in the
exchange offer and this letter of transmittal, I, the
undersigned, tender to Bell those covered options, which are
outstanding stock options with an exercise price of $11.75 or
more per share and all options granted to me on or after May 26,
2002, specified on Annex A for a new grant consisting of
restricted stock units.
(2) Upon the terms and subject to the conditions described in the
offer, the new grant will consist of one (1) restricted stock
unit for every three (3) shares issuable under the covered
options tendered and accepted for cancellation, and that vesting
for my restricted stock units will start upon the date that Bell
accepts my covered options for exchange.
(3) All restricted stock units will be granted under Bell's 1998
plan, and will be subject to the terms of that plan as well as a
restricted stock unit agreement between Bell and me.
(4) I am not required to tender any eligible options in the offer. If
I do tender eligible option shares granted by a particular option
agreement, I understand that I must tender all option shares
granted by that particular option agreement, but need not tender
eligible option shares granted by different option agreements.
Further, I understand that if I tender any eligible options, I
must tender all options granted to me on or after May 26, 2002. I
also understand that, under the offer, I may not tender any
shares of common stock that I own, including any common stock I
own as a result of exercising options granted to me or purchases
through Bell's Employee Stock Purchase Plan.
(5) I understand that all covered options tendered before midnight,
Pacific Time, on December 30, 2002 and not properly withdrawn
will be exchanged for restricted stock units, upon the terms and
subject to the conditions described in the exchange offer.
(6) Subject to, and effective upon, Bell's acceptance for exchange of
the covered options tendered in Annex A, upon the terms and
subject to the conditions described in the exchange offer
(including the terms and conditions of extension or amendment of
the exchange offer), I hereby sell, assign and transfer to, or
upon the order of, Bell all right, title and interest in and to
all of the options that I am tendering, and I agree that I shall
have no further right or entitlement to purchase any shares of
Bell's common stock under the tendered covered options that are
accepted by Bell for cancellation or to have any other rights or
entitlements under those cancelled covered options. I acknowledge
that Bell has advised me to consult with my own advisors as to
the consequences of participating or not participating in the
offer. I agree that this letter of transmittal is an amendment to
the option agreement or agreements of the options I am tendering.
(7) I represent and warrant that I have full power and authority to
tender the covered options tendered on Annex A and that, when and
to the extent such options are accepted for exchange by Bell,
such options will be free and clear of all security interests,
liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer
of such options, other than under the applicable option
agreement, and such options will not be subject to any adverse
claims. Upon request, I will sign and deliver any additional
documents Bell finds necessary or desires me to complete for the
exchange of the options I am tendering.
(8) All authority conferred in this document or agreed to be
conferred will not be affected by, and will survive, my death or
incapacity, and all of my obligations under this document will be
binding upon my heirs, personal representatives, successors and
assigns. Except as stated in the offer, my tender is irrevocable.
(9) By signing this letter of transmittal, I understand that tenders
of covered options by the procedure described in Section 3 of the
exchange offer and in the instructions to this letter will
constitute my acceptance of the terms and conditions of the
exchange offer. Bell's acceptance for exchange of covered options
tendered under the offer will constitute a binding agreement
between Bell and me upon the terms and subject to the conditions
described in the offer.
(10) I will not be entitled to restricted stock units until I execute
and return to Bell the restricted stock unit agreement, which
will be forwarded to me after the acceptance and cancellation of
my tendered covered options. I acknowledge that no actual shares
of unrestricted common stock will be issued to me until my
restricted stock units vest and that I will have dividend, voting
and other stockholder rights with respect to my restricted stock
units only as they vest.
(11) I acknowledge that in order to receive the executed restricted
stock unit agreement, I must (1) continue to be an employee of
Bell or one of its subsidiaries through the date the my
restricted stock unit agreement is delivered and (2) not
receive or submit a notice of termination prior to the date my
executed restricted stock unit agreement is delivered to me. I
further acknowledge that I must remain an employee of Bell or one
of its subsidiaries through the required vesting periods to be
entitled to receive any shares of common stock in exchange for my
restricted stock units.
(12) I understand that, for the thirty-day period following each
annual vesting date, my unrestricted shares will remain in my
E-Trade Options Link Account and that I will not be able to
transfer any of those unrestricted shares from this account until
I have paid or authorized payroll deductions to pay all required
withholding tax obligations. I acknowledge that I have the
following alternative ways to satisfy this tax obligation:
a) I may elect to pay my minimum income and payroll tax
obligations by authorizing the Company to make four (4)
equal payroll deductions if I am paid every two (2) weeks or
two (2) equal payroll deductions if I am paid monthly
commencing in the first pay period following each annual
vesting date.
b) Within the first thirty (30) days following each annual
vesting date, I may pay to the Company directly the total
amount of my minimum income and payroll tax obligations by
delivering to the Company a personal check. I acknowledge
that if I choose this alternative, I must also authorize
Bell to withhold from my first paycheck (and subsequent
paychecks if necessary) following the expiration of the
30-day period an amount sufficient to satisfy any
unsatisfied portion of my minimum income and payroll tax
obligations.
c) Within the first thirty (30) days following each annual
vesting date, I understand that my unrestricted shares will
be available in my E-Trade Options Link Account, and that I
may sell all or a portion of those unrestricted shares to
pay my minimum income and payroll tax obligations. I
acknowledge that if I choose this alternative, I must also
authorize Bell to withhold from my first paycheck (and
subsequent paychecks if necessary) following the expiration
of the 30-day period an amount sufficient to satisfy any
unsatisfied portion of my minimum income and payroll tax
obligations.
I further understand that no later than sixty (60) days before
each annual vesting date, it is my responsibility to notify
the Company, in writing, which alternative I elect. I further
understand that if I do not elect, in writing, one of the
alternatives listed above, that the Company will deduct the
entire amount of my minimum income and payroll tax obligations
from my first paycheck following vesting, and that if the
first paycheck is not sufficient to cover the withholding tax
obligation, that further deductions will be made from
subsequent paychecks until my minimum income and payroll tax
obligations are satisfied. I further understand
that if my employment with the Company or its subsidiaries is
terminated for any reason before my withholding tax obligation
is satisfied that the Company will deduct the entire amount of
my withholding tax obligation from my final paycheck.
[ ] By checking this box, I hereby notify you that I intend to
make a Section 83(b) election, and will make a one-time
payment to cover withholding taxes as a result of such
election. I understand that I must make this payment before
Bell will enter into a restricted stock unit agreement with
me, and in no event, not more than thirty (30) business days
from the expiration date of the exchange offer.
(13) The name and social security number or tax identification number
of the registered holder of the options tendered appear below
exactly as they appear on the option agreement or agreements
representing such covered options.
(14) If I am currently an "at-will" employee, the exchange offer does
not change the "at-will" nature of my employment with Bell, and
my employment may be terminated by Bell or by me at any time,
including the time before I receive my restricted stock unit
agreement or shares of common stock in exchange for my restricted
stock units, for any reason, with or without cause.
(15) The expiration date may change if Bell, in its discretion, has
extended the period of time during which the offer will remain
open. If this occurs, the expiration date refers to the latest
time and date at which the offer, as so extended, expires.
(16) I recognize that, under certain circumstances described in the
exchange offer, Bell may terminate or amend the offer and
postpone its acceptance and cancellation of any covered options
tendered for exchange.
(17) The offer is not being made to (nor will tenders of options be
accepted from or on behalf of) holders in any jurisdiction in
which the making or acceptance of the offer would not be in
compliance with the laws of such jurisdiction.
(18) I agree to all of the terms and conditions of the offer, AND HAVE
ATTACHED A COMPLETED COPY OF ANNEX A.
Date:
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Signature of Eligible Holder
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Print Name of Eligible Holder
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Social Security Number
or
Tax Identification Number
ANNEX A
ELECTION TO TENDER COVERED OPTIONS
To tender your covered options, please fill out the table below with
the information listed on the enclosed statement. Please remember, that if you
choose to tender eligible options under a particular option agreement, you must
tender all eligible options granted by that particular option agreement.
Further, if you tender any eligible options, you must also tender all options
granted to you on or after May 26, 2002, regardless of the exercise price. If
you have any questions regarding the grants listed on the enclosed statement,
please contact Dick Jacquet, Vice President of Human Resources at (408) 467-2670
or Linda Teague, Director of Human Resources, at (408) 451-1617.
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To Bell Microproducts Inc.
I hereby tender the option grants listed below:
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Date of Covered Exercise Price of Total Number of Outstanding
Option Grant Options Subject to Grant Options Subject to Grant(1)
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1.
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2.
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3.
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4.
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5.
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6.
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7.
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8.
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9.
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10.
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11.
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12.
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13.
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14.
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15.
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(1) Represents the total number of shares for which the option grant remains
outstanding (i.e., the total number of shares for which the option has not been
exercised).