BI Bell Industries,

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

Amendment Number 1 to Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2007

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from            to

Commission file number 1-11471

Bell Industries, Inc.

(Exact name of Registrant as specified in its charter)

California		95- 2039211
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8888 Keystone Crossing, Suite 1700, Indianapolis, Indiana		46240
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 704-6000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o     Accelerated filer o     Non-accelerated filer þ     Smaller reporting company o

                                                        (Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes o No þ

      As of the close of business on August 13, 2007, there were 8,650,224 outstanding shares of the Registrant’s Common Stock.

 

 

     The sole purpose of this Amendment Number 1 to Form 10-Q is to file the complete text of Exhibit 10.1, Agreement dated June 5, 2007 between Vehicle Manufacturers Services, Inc. and Bell Industries. Portions of the exhibit were previously omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Items in the Quarterly Report on Form 10-Q not referenced herein are not amended, and this amendment does not reflect events occurring after the original filing of the Quarterly Report on Form 10-Q, or modify or update those disclosures as presented in this Form 10-Q except to the extent set forth herein.

PART II — OTHER INFORMATION

Item 6. Exhibits

10.1		Agreement dated June 5, 2007 between Vehicle Manufacturers Services, Inc. and Bell Industries.
31.1		Certification of Clinton J. Coleman, Chief Executive Officer of Registrant pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Kevin J. Thimjon, Chief Financial Officer of Registrant pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Clinton J. Coleman, Chief Executive Officer of the Registrant, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Kevin J. Thimjon, Chief Financial Officer of the Registrant, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
*		Previously filed.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

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