Item 3.02 Unregistered Sales of Equity Securities.
On November 3, 2009, Regal Beloit Corporation (the "Company") issued an
aggregate of 372,270 shares of the Company's common stock, par value $0.01 per
share, and accompanying common share purchase rights (together, the "Common
Stock"), upon conversion of $20.0 million principal amount (the "Converted
Notes") of the Company's 2.75% Convertible Senior Subordinated Notes Due 2024
(the "Convertible Notes"). As permitted by the Indenture, dated as of April 5,
2004, between the Company and U.S. Bank National Association, as supplemented by
the First Supplemental Indenture, dated as of December 9, 2004, relating to the
Convertible Notes (the "Indenture"), the Company settled the principal amount of
the Converted Notes in cash and the premium in shares of Common Stock. Based on
the Conversion Rate (as defined in the Indenture) in effect at the time of the
applicable conversions, the premium owing on the Converted Notes equaled 372,270
shares of Common Stock in aggregate. The issuance of such shares qualified for
the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as
amended. The Company received no additional consideration for the shares.
