AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 2004
REGISTRATION NO. 333-120527
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 2 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER
SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
BELL MICROPRODUCTS INC.
(Name of Subject Company (Issuer))
<Table>
BELL MICROPRODUCTS INC., 3 3/4% CONVERTIBLE 078137 AB 2
AS ISSUER SUBORDINATED NOTES DUE 2024 078137 AA 4
(Names of Filing Persons (Title of Class of securities) (CUSIP Number of
(Identifying Class of Securities)
Status as Offeror, Issuer, or Other
Person))
</Table>
---------------------
W. DONALD BELL
PRESIDENT & CHIEF EXECUTIVE OFFICER
BELL MICROPRODUCTS INC.
1941 RINGWOOD AVENUE
(408) 451-1635
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
---------------------
COPIES TO:
<Table>
MELODIE R. ROSE, ESQ. NIGEL D.J. WILSON, ESQ.
FREDRIKSON & BYRON, P.A. DAVIS POLK & WARDWELL
200 SOUTH SIXTH STREET, SUITE 4000 1600 EL CAMINO ROAD
MINNEAPOLIS, MN 55402 MENLO PARK, CA 94025
(612) 492-7000 (650) 752-2000
</Table>
---------------------
CALCULATION OF FILING FEE
<Table>
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Transaction Valuation(1).................................... $110,000,000
- -----------------------------------------------------------------------------------
Amount of Filing Fee(2)..................................... $13,937
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</Table>
(1) This tender offer statement relates to the exchange by Bell Microproducts
Inc. of an aggregate of up to $110,000,000 aggregate principal amount of its
3 3/4% Convertible Subordinated Notes, Series B due 2024 for any and all of
the $110,000,000 in aggregate principal amount of its currently outstanding
3 3/4% Convertible Subordinated Notes due 2024. Pursuant to Rule 457(f)(2)
under the Securities Act of 1933, this amount is the book value as of
November 15, 2004 of the maximum amount of the currently outstanding 3 3/4%
Convertible Subordinated Notes due 2024 that may be received by the
Registrant from tendering holders.
(2) Registration fee previously paid in connection with the Registrant's
Registration Statement on Form S-4 filed November 16, 2004
[X] Check the 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: $13,937
Form or Registration No: 333-120527
Filing party: Bell Microproducts Inc.
Date filed: November 16, 2004
[ ] 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: [ ]
INTRODUCTION
This tender offer statement on Schedule TO (this "Schedule TO") is being
filed by Bell Microproducts Inc., a California corporation (the "Company"),
pursuant to Rule 13e-4 of the Securities Exchange Act of 1934 in connection with
its offer to exchange (the "Exchange Offer") up to $110,000,000 aggregate
principal amount of its 3 3/4% Convertible Subordinated Notes, Series B due 2024
(the "New Notes") for any and all of the $110,000,000 aggregate principal amount
of its currently outstanding 3 3/4% Convertible Subordinated Notes due 2024 (the
"Old Notes"), upon the terms and subject to the conditions set forth in the
Company's preliminary prospectus (the "Prospectus") forming a part of the
Company's Registration Statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission on November 16, 2004, and the
related Letter of Transmittal for the Exchange Offer (the "Letter of
Transmittal"), which are filed as Exhibits (a)(4) and (a)(1)(i) to this Schedule
TO, respectively.
All of the information set forth in the Prospectus and the Letter of
Transmittal, and any prospectus supplement or other amendment thereto related to
the Exchange Offer hereafter filed by the Company with the Securities and
Exchange Commission, is hereby incorporated by reference into this Schedule TO
in answer to Items 1 through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Prospectus under the heading "Summary" is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. Bell Microproducts Inc. is the issuer and subject
company. Its address is 1941 Ringwood Avenue, San Jose, California 95131-1721.
Its telephone number is (408) 451-1635.
(b) Securities. The subject securities consist of $110,000,000 aggregate
principal amount of the Company's 3 3/4% Convertible Subordinated Notes due
2024.
(c) Trading Market and Price. There is no established trading market for
the Old Notes. The information in the Registration Statement under the heading
"Price Range of Our Common Stock" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. Bell Microproducts Inc. is the issuer and the
subject company. The information set forth under Item 2(a) above is incorporated
herein by reference. The address and telephone number of each of the
2
Company's officers and directors set forth below is c/o Bell Microproducts Inc.,
1941 Ringwood Avenue, San Jose, California 95131-1721; (408) 451-1635.
<Table>
<Caption>
NAME POSITION
- ---- --------
W. Donald Bell............................ President, Chief Executive Officer and Chairman
of the Board
James E. Illson........................... Chief Financial Officer and Executive Vice
President, Finance and Operations
Graeme Watt............................... President, Europe
Richard J. Jacquet........................ Vice President, Human Resources
Philip M. Roussey......................... Executive Vice President, Enterprise Marketing
Robert J. Sturgeon........................ Vice President, Operations and Chief Information
Officer
James E. Ousley........................... Director
Gordon A. Campbell........................ Director
Glenn E. Penisten......................... Lead Director
Edward L. Gelbach......................... Director
Eugene B. Chaiken......................... Director
David M. Ernsberger....................... Director
Mark L. Sanders........................... Director
Roger V. Smith............................ Director
</Table>
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. The information in the Prospectus under the headings
"Summary," "The Exchange Offer," "Description of the New Notes" and "Certain
Material United States Federal Income Tax Consequences" is incorporated herein
by reference.
(b) Purchases. None of the Company's officers, directors or affiliates
hold any of the Old Notes and, therefore, no Old Notes will be purchased from
any officer, director or affiliate of the Company in connection with the
Exchange Offer.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information in the Prospectus under the headings
"Summary" and "The Exchange Offer" is incorporated herein by reference.
(b) Use of Securities Acquired. The Company will retire the Old Notes
acquired in the transaction.
(c) Plans. Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The consideration to be used in the Exchange Offer
consists of the New Notes. If all of the Old Notes are tendered and accepted for
exchange, an aggregate principal amount of $110,000,000 of New Notes will be
issued. The Company expects to pay fees and expenses in connection with the
exchange offer from the Company's working capital.
(b) Conditions. Not applicable.
(d) Borrowed Funds. Not applicable.
3
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. No Old Notes are held by any person named in
Item 1003 of Regulation M-A promulgated by the Securities and Exchange
Commission or by any of their associates or majority-owned subsidiaries.
(b) Securities Transactions. The Company is not aware of any transactions
in the Old Notes during the last 60 days by any of the following people: (1) the
Company, (2) any person named in Instruction C of Schedule TO or any associate
or majority-owned subsidiary of the Company, or (3) the Company and any
executive officer, or director of any subsidiary of the Company.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. The information set forth in the
Prospectus under the captions "The Exchange Offer -- Exchange Agent," "The
Exchange Offer -- Dealer Manager," and "The Exchange Offer -- Fees and Expenses"
is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial Information
The following financial statements and information are incorporated by
reference:
(1) The audited consolidated financial statements of the Company set
forth in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;
(2) The unaudited condensed and consolidated financial statements of
the Company set forth in the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2004; and
(3) The information set forth in the Prospectus under the caption
"Ratio of Earnings to Fixed Charges."
(4) The book value per share as of September 30, 2004 was $7.25.
(b) Pro Forma. The information set forth in the Prospectus under the
caption "Capitalization" is incorporated herein by reference. On a pro forma
basis, the exchange offer will have no material effect on the Company's
historical financial information.
(c) Summary Information
The following financial information and share data are incorporated by
reference:
(1)-(3) The summarized financial information, income per share from
continuing operations and net income per share data set forth in the
Prospectus under the caption Selected Consolidated Financial Information is
incorporated herein by reference.
(4) The information set forth in the Prospectus under the caption
Ratio of Earnings to Fixed Charges is incorporated herein by reference.
(5) See Item 10(a)(4) above.
(6) See Item 10(b) above.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings. Not
applicable.
(b) Other Material Information. Not applicable.
4
ITEM 12. EXHIBITS.
<Table>
(a)(1)(i) Form of Letter of Transmittal (incorporated by reference to
Exhibit 99.1 of the Registration Statement)
(a)(1)(ii) Form of Notice of Guaranteed Delivery (incorporated by
reference to Exhibit 99.2 of the Registration Statement)
(a)(1)(iii) Form of Letter to Registered Holders (incorporated by
reference to Exhibit 99.3 of the Registration Statement)
(a)(1)(iv) Form of Letter to Clients (incorporated by reference to
Exhibit 99.4 of the Registration Statement)
(a)(1)(v) Form of Instructions to Registered Holder and/or Book-Entry
Transfer Participant from Owner (incorporated by reference
to Exhibit 99.5 of the Registration Statement)
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer
Identification (incorporated by reference to Exhibit 99.6 of
the Registration Statement)
(a)(4) Preliminary Prospectus included in the Registration
Statement filed by the Company on November 16, 2004
(incorporated by reference to the Registration Statement)
(a)(5) Not applicable
(b) Not applicable
(d) Not applicable
(g) Not applicable
(h) Tax Opinion of Fredrikson & Byron, P.A. (incorporated by
reference to Exhibit 8.1 of the Registration Statement)
</Table>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BELL MICROPRODUCTS INC.
/s/ JAMES E. ILLSON
--------------------------------------
Name: James E. Illson
Title: Executive Vice President,
Finance and
Operations, and Chief
Financial Officer
(principal financial and
accounting officer)
Date: December 10, 2004
6