SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 21, 2003
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Bell Microproducts Inc.
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State of Other Jurisdiction of Incorporation)
000-21528 94-3057566
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(Commission File Number) (I.R.S. Employer Identification No.)
1941 Ringwood Avenue
San Jose, California 95131-1721
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(Address of Principal Executive Offices) (Zip Code)
(408) 451-9400
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 21, 2003, Bell Microproducts Inc. (the "Company") entered
into an underwriting agreement with Needham & Company, Inc. and Raymond James &
Associates, Inc. in connection with the public offering of 5,000,000 shares of
its common stock at a public offering price of $6.50 per share. The common
shares will be issued pursuant to a prospectus supplement filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(2) of the Securities
Act of 1933, as amended, in connection with a shelf takedown from the Company's
registration statement on Form S-3 (333-107732) filed August 7, 2003, as amended
on August 11, 2003, which became effective on August 11, 2003 and registration
statement on Form S-3 (333-108146) filed August 22, 2003, which became effective
on August 22, 2003. The Company granted the underwriters a 30-day option to
purchase up to an additional 750,000 common shares to cover over-allotments, if
any.
The Underwriting Agreement is being filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein and incorporated by reference
to the shelf registration statement.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
See Exhibit Index on page following Signatures.
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.
Date: August 22, 2003 By /s/ James E. Illson
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By: James E. Illson
Executive Vice President, Finance and
Operations, and Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
BELL MICROPRODUCTS INC.
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<Caption>
Exhibit Number Exhibit Description
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1.1 Underwriting Agreement dated August 21, 2003 by and between
Bell Microproducts Inc., Needham & Company, Inc. and Raymond
James & Associates, Inc., as representatives of the several
underwriters named therein, if any.
5.1 Opinion of Fredrikson & Byron, P.A.
23.1 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
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