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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bell Industries Inc (GM) | USOTC:BLLI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 990.00 | 0.00 | 01:00:00 |
a. | þ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. | |
b. | o | The filing of a registration statement under the Securities Act of 1933. | |
c. | o | A tender offer. | |
d. | o | None of the above. |
Transaction Value | Amount of filing fee | ||||
$50,000*
|
$3.56** | ||||
* | Estimated maximum price to be paid in lieu of fractional shares of common stock to persons who would hold less than one whole share of common stock of record after the proposed reverse stock split. | |
** | Determined pursuant to Rule 0-11(b)(1) as $50,000 multiplied by 0.0000713. | |
o | 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. |
a. | Name and Address. | ||
The name of the subject company is Bell Industries, Inc. Bell Industries, Inc. is a California corporation with its principal place of business located at 8888 Keystone Crossing, Suite 1700, Indianapolis, Indiana 46240. Bell Industries, Inc.s telephone number is 317-704-6000. As set forth in the section of the Proxy Statement entitled Proposal No. 4 Reincorporation of the Company from California to Delaware, the Companys shareholders are being asked to consider a proposal to reincorporate the Company from California to Delaware at the Annual Meeting. If that proposal is approved by the shareholders, the name of the Company will continue to be Bell Industries, Inc. and its principal place of business will not change, but its state of incorporation will be Delaware. | |||
b. | Securities. | ||
The subject class of equity securities is the Companys common stock. There were 433,416 shares of common stock outstanding on August 13, 2010. | |||
c. | Trading Market and Price. | ||
The information set forth in the section of the Proxy Statement entitled Market and Market Price of Our Common Stock is incorporated herein by reference. | |||
d. | Dividends. | ||
The information set forth in the section of the Proxy Statement entitled Market and Market Price of Our Common Stock is incorporated herein by reference. | |||
e. | Prior Public Offerings. | ||
The Company has not made an underwritten public offering of its securities during the past three years. | |||
f. | Prior Stock Purchases. | ||
The Company has not purchased any of its securities during the past two years. |
a. | Name and Address. | ||
The Company is the filing person and the subject company. The Companys name, address and telephone number are as provided in Item 2(a) above. See subsection (c) below in this Item 3 for information regarding the Companys directors and executive officers. | |||
b. | Business and Background of Entities. | ||
Not applicable. | |||
c. | Business and Background of Natural Persons. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 1 Election of DirectorsInformation Regarding Nominees for Director, Management, and Beneficial Ownership of Securities and Security Ownership of Management is incorporated herein by reference. |
Neither the Company, nor, to its knowledge, any of its directors or executive officers during the past five years have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. |
a. | Material Terms. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet, and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split Special Factors of the Reverse Split and Amendment to Certificate of Incorporation to Effect Reverse Split is incorporated herein by reference. | |||
c. | Different Terms. | ||
The information set forth in the section of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. | |||
d. | Appraisal Rights. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet, and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitAmendment to Certificate of Incorporation to Effect Reverse SplitNo Appraisal Rights is incorporated herein by reference. | |||
e. | Provisions for Unaffiliated Security Holders. | ||
The Company has not made any provision to grant its unaffiliated shareholders access to the corporate files of the Company or to obtain counsel or appraisal services for such unaffiliated shareholders at the expense of the Company. | |||
f. | Eligibility for Listing or Trading. | ||
Not applicable. |
a. | Transactions. | ||
The information set forth in the section of the Proxy Statement entitled Certain Relationships and Related Transactions is incorporated herein by reference. | |||
b. | Significant Corporate Events. | ||
The information set forth in the sections of the Proxy Statement entitled Certain Relationships and Related Transactions, Proposal No. 4 Reincorporation of the Company from California to Delaware, and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse SplitReasons for the Reverse Split is incorporated herein by reference. | |||
c. | Negotiations or Contacts. | ||
The information set forth in the sections of the Proxy Statement entitled Certain Relationships and Related Transactions and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse SplitReasons for the Reverse Split and Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. |
e. | Agreements Involving the Subject Companys Securities. | ||
The information set forth in the sections of the Proxy Statement entitled Certain Relationships and Related Transactions, Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse SplitReasons for the Reverse Split and Beneficial Ownership of Securities and Security Ownership of Management is incorporated herein by reference. |
b. | Use of Securities Acquired. | ||
The information set forth in the section of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitAmendment to Certificate of Incorporation to Effect Reverse SplitAccounting Consequences of the Reverse Split is incorporated herein by reference. | |||
c. | Plans. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet, Proposal No. 3 Amendment to Bylaws Regarding Size of Board, Proposal No. 4 Reincorporation of the Company from California to Delaware, and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split, Special Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split and Amendment to Certificate of Incorporation to Effect Reverse Split is incorporated herein by reference. |
a. | Purposes. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split, Special Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split and Amendment to Certificate of Incorporation to Effect Reverse Split is incorporated herein by reference. | |||
b. | Alternatives. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split and Special Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split is incorporated herein by reference. | |||
c. | Reasons. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split, Special Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split, Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders, and Amendment to Certificate of Incorporation to Effect Reverse Split is incorporated herein by reference. |
d. | Effects. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split, Special Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split, Special Factors of the Reverse SplitEffects of the Reverse Split on our Affiliates, Special Factors of the Reverse SplitEffects of the Reverse Split on our Other Shareholders, and Amendment to Certificate of Incorporation to Effect Reverse Split is incorporated herein by reference. |
a. | Fairness. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split, Special Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split, and Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. | |||
b. | Factors Considered in Determining Fairness. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse SplitPurposes and Alternatives of the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split, and Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. | |||
c. | Approval of Security Holders. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split and Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. | |||
d. | Unaffiliated Representative. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split and Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. | |||
e. | Approval of Directors. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitQuestions and Answers Concerning the Reverse Split, Special Factors of the Reverse SplitReasons for the Reverse Split, and Special Factors of the Reverse SplitFairness of the Reverse Split to Unaffiliated Shareholders is incorporated herein by reference. | |||
f. | Other Offers. | ||
Not applicable |
a. | Report, Opinion or Appraisal: | ||
None. | |||
b. | Preparer and Summary of the Report, Opinion or Appraisal. | ||
Not applicable. | |||
c. | Availability of Documents. | ||
Not applicable. |
a. | Source of Funds. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet and Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitAmendment to Certificate of Incorporation to Effect Reverse SplitExpenses is incorporated herein by reference. | |||
b. | Conditions. | ||
None. | |||
c. | Expenses. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet, Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitAmendment to Certificate of Incorporation to Effect Reverse SplitExpenses, and Other MattersExpenses of Proxy Solicitation is incorporated herein by reference. | |||
d. | Borrowed Funds. | ||
Not applicable. |
a. | Securities ownership. | ||
The information set forth in the sections of the Proxy Statement entitled Summary Term Sheet, Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitSpecial Factors of the Reverse SplitEffects of the Reverse Split on our Affiliates, and Beneficial Ownership of Securities and Security Ownership of Management is incorporated herein by reference. | |||
b. | Securities transactions. | ||
None. |
d. | Intent to Tender or Vote in a Going-Private Transaction. | ||
The information set forth in the sections of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitAmendment to Certificate of Incorporation to Effect Reverse SplitIntent to Vote, and Recommendation of the Board is incorporated herein by reference. | |||
e. | Recommendations of Others. | ||
The information set forth in the section of the Proxy Statement entitled Proposal No. 5 Amendment to Certificate of Incorporation to Effect 1-for-20 Reverse SplitAmendment to Certificate of Incorporation to Effect Reverse SplitRecommendation of the Board is incorporated herein by reference. |
a. | Financial Statements. | ||
The information set forth in the section of the Proxy Statement entitled Financial Information is incorporated herein by reference. | |||
The following financial statements of the Company are incorporated by reference from the Companys Form 10-K for the year ended December 31, 2009 and Form 10-Q for the quarter ended June 30, 2010: | |||
The audited financial statements for the years ended December 31, 2009 and 2008 | |||
The unaudited financial statements for the three and six months ended June 30, 2010 | |||
b. | Pro forma information. | ||
Not applicable. |
a. | Solicitations or Recommendations. | ||
The information set forth in the section of the Proxy Statement entitled Other MattersExpenses of Proxy Solicitation is incorporated herein by reference. | |||
d. | Employees and Corporate Assets. | ||
The information set forth in the section of the Proxy Statement entitled Other MattersExpenses of Proxy Solicitation is incorporated herein by reference. |
b. | Additional Information. | ||
All of the information set forth in the Proxy Statement and each appendix attached thereto is incorporated herein by reference. |
a. | Preliminary Proxy Statement of the Company, Notice of the Annual Meeting of Shareholders and Related Information (the Company hereby incorporates by reference the preliminary proxy statement which was filed with the Securities and Exchange Commission contemporaneously with this Schedule 13E-3) | ||
b. | Not applicable. | ||
c. | Not applicable. | ||
d.1 | Second Amended and Restated Convertible Promissory Note issued by the Company and Bell Industries Inc. (a Minnesota corporation), originally issued on January 31, 2007 and amended and restated on March 12, 2007 and as further amended and restated on June 13, 2008 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K dated June 13, 2008) | ||
d.2 | Amendment Number One to the Second Amended and Restated Convertible Promissory Note, dated March 25, 2009, between the Company and Newcastle Partners, L.P. (incorporated by reference to Exhibit 10.q. of the Companys Annual Report on Form 10-K dated December 31, 2008) | ||
d.3 | Amendment Number Two to the Second Amended and Restated Convertible Promissory Note, dated February 11, 2010, between the Company and BI Holdings, L.P., the successor payee to Newcastle Partners, L.P. (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K dated February 18, 2010) | ||
d.4 | Registration Rights Agreement, dated as of January 31, 2007, between the Company and Newcastle Partners, L.P. (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K dated January 31, 2007) | ||
d.5 | Security Agreement, dated as of March 12, 2007, between the Company and Newcastle Partners, L.P. (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K dated March 12, 2007) | ||
d.6 | Purchase Agreement, dated as of January 31, 2007, between the Company and Newcastle Partners, L.P. (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K dated January 31, 2007) | ||
d.7 | Waiver and Amendment Agreement, dated June 13, 2008, between the Company and Newcastle Partners, L.P. (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K dated June 13, 2008) | ||
f. | Not applicable. | ||
g. | Not applicable. |
October 1, 2010 | BELL INDUSTRIES, INC. | |||||
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By: |
/s/ Clinton J. Coleman
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Its: Chief Executive Officer |
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