Attached files
| file | filename |
|---|---|
| EX-10.3 - EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND RICHARD J. JACQUET DATED DECEMBER 22, 2009. - BELL MICROPRODUCTS INC | bm20091222_8kex103.htm |
| EX-10.2 - FEE LETTER DATED DECEMBER 18, 2009. - BELL MICROPRODUCTS INC | bm20091222_8kex102.htm |
| EX-10.1 - TENTH SUPPLEMENTAL AGREEMENT DATED DECEMBER 18, 2009. - BELL MICROPRODUCTS INC | bm20091222_8kex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): December 18, 2009
Bell
Microproducts Inc.
(Exact
name of registrant as specified in its charter)
|
California
|
0-21528
|
94-3057566
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
||
|
1941
Ringwood Avenue, San Jose, California
|
95131-1721
|
|||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|||
|
408-451-9400
|
||||
|
|
Registrant’s
telephone number, including area code:
|
|||
|
Not
Applicable
|
||||
|
Former
Name or Former Address, if Changed Since Last Report
|
||||
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
TABLE OF
CONTENTS
|
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
Item
9.01
|
Financial
Statements and Exhibits.
|
SIGNATURES
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Tenth
Supplemental Agreement dated December 18, 2009.
|
|
|
10.2
|
Fee
Letter dated December 18, 2009.
|
|
|
10.3
|
Executive
Employment Agreement between the Company and Richard J. Jacquet dated
December 22, 2009.
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
(a) On
December 18, 2009, Bell Microproducts Limited (“BML”), Bell Microproducts Europe
Export Limited, BM Europe Partners C.V., and Bell Microproducts Europe B.V.,
which are subsidiaries of Bell Microproducts Inc. (the “Company”), supplemented
the terms of the December 2, 2002 Syndicated Credit Agreement (the
“Agreement”) with Bank of America, National Association (“Bank of America”), as
set forth in the Tenth Supplemental Agreement, which amendments included, among
other things, increasing the limit that BML can lend to the Company and, during
the time such increased limit is in place, increasing the margin applicable to
the facility. BML is also required to meet certain financial
covenants as described in Sections 15.6 and 15.7 of the Agreement and maintain
Excess Availability as described in Section 16.2.14.
The
foregoing is qualified in its entirety by reference to the full text of the
Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein
by this reference.
(b) On
December 18, 2009, BML also entered into an fee letter with Bank of America in
conjunction with Bank of America’s role as the arranger of the amended
Agreement.
The
foregoing is qualified in its entirety by reference to the full text of the fee
letter, which is filed as Exhibit 10.2 to this report and incorporated herein by
this reference.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 22, 2009, the Company entered into a revised Executive Employment
Agreement with Richard J. Jacquet, Senior Vice President, Human Resources, to
correct typographical errors in Sections 4 and 14, changing the timeframe in
those sections from twelve (12) months to six (6) months.
The
foregoing is qualified in its entirety by reference to the full text of the
agreement, which is filed as Exhibit 10.3 to this report and incorporated herein
by this reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits:
Exhibit 10.1
Tenth Supplemental Agreement dated December 18, 2009.
Exhibit
10.2 Fee Letter dated December 18, 2009.
Exhibit
10.3 Executive Employment Agreement between the Company and Richard J. Jacquet
dated December 22, 2009.
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.
|
||||
|
December
23, 2009
|
By:
|
/s/ Andrew S. Hughes | ||
|
Name:
|
Andrew
S. Hughes
|
|||
|
Title:
|
Vice
President, General Counsel and Corporate Secretary
|
|||
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Tenth
Supplemental Agreement dated December 18, 2009.
|
|
|
10.2
|
Fee
Letter dated December 18, 2009.
|
|
|
10.3
|
Executive
Employment Agreement between the Company and Richard J. Jacquet dated
December 22,
2009.
|