-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AbFexrrnC7/aTsVzXj5vzoJ4m6TosW+5tmP+cQOZibcbzf5WEkLLYRufdc9B1Dlb GWVnd9E7GvFjXfmq5uHp8w== 0000950123-02-008924.txt : 20020913 0000950123-02-008924.hdr.sgml : 20020913 20020913154453 ACCESSION NUMBER: 0000950123-02-008924 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020913 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 02763737 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 8-K 1 y63936e8vk.txt BARNES & NOBLE, INC. 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): September 13, 2002 BARNES & NOBLE, INC. (Exact name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation) 1-12302 06-1196501 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (212) 633-3300 -------------- -------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report ) The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed filed for the purposes of the Securities Act of 1933, as amended (the "1933 Act"), or the Securities Exchange Act of 1934, as amended (the "1934 Act"). Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into any of the filings of Barnes & Noble, Inc. (the "Company") under the 1933 Act or the 1934 Act. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, executed by Stephen Riggio, Chief Executive Officer of Barnes & Noble, Inc. 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, executed by Lawrence S. Zilavy, Chief Financial Officer of Barnes & Noble, Inc. 99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Stephen Riggio, Chief Executive Officer of Barnes & Noble, Inc. 99.4 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Lawrence S. Zilavy, Chief Financial Officer of Barnes & Noble, Inc. ITEM 9. REGULATION FD DISCLOSURE. Pursuant to Securities and Exchange Commission ("Commission") Order No. 4-460, Stephen Riggio, Chief Executive Officer of the Company, and Lawrence S. Zilavy, Chief Financial Officer of the Company, have each executed a Statement Under Oath Regarding Facts and Circumstances Relating to Exchange Act Filings. Those Statements were sent to the Commission on September 13, 2002, and copies are attached to this Report on Form 8-K as Exhibits 99.1 and 99.2, respectively. On September 13, 2002, the Company filed with the Commission its Quarterly Report on Form 10-Q for the period ended August 3, 2002. In connection with that filing, the Company sent to the Commission the Certifications of the Principal Executive Officer and the Principal Financial Officer of the Company as required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of those Certifications are attached to this Report on Form 8-K as Exhibits 99.3 and 99.4, respectively. SIGNATURE 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. BARNES & NOBLE, INC. (Registrant) By: /s/Lawrence S. Zilavy ---------------------- Name: Lawrence S. Zilavy Title: Chief Financial Officer Date: September 13, 2002 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, executed by Stephen Riggio, Chief Executive Officer of Barnes & Noble, Inc. 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, executed by Lawrence S. Zilavy, Chief Financial Officer of Barnes & Noble, Inc. 99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Stephen Riggio, Chief Executive Officer of Barnes & Noble, Inc. 99.4 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Lawrence S. Zilavy, Chief Financial Officer of Barnes & Noble, Inc.
EX-99.1 3 y63936exv99w1.txt STATEMENT UNDER OATH PRINCIPAL EXECUTIVE OFFICER Exhibit 99-1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Stephen Riggio, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Barnes & Noble, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Barnes & Noble, Inc. audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K for the fiscal year ended February 2, 2002 of Barnes & Noble, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Barnes & Noble, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/Stephen Riggio - ----------------- Stephen Riggio September 13, 2002 Subscribed and sworn to before me this 13th day of September, 2002. /s/Jean M. Rouda - ----------------- Notary Public My Commission Expires: August 15, 2006 EX-99.2 4 y63936exv99w2.txt STATEMENT UNDER OATH PRINCIPAL FINANCIAL OFFICER Exhibit 99-2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Lawrence S. Zilavy, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Barnes & Noble, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Barnes & Noble, Inc. audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K for the fiscal year ended February 2, 2002 of Barnes & Noble, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Barnes & Noble, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/Lawrence S. Zilavy - --------------------- Lawrence S. Zilavy September 13, 2002 Subscribed and sworn to before me this 13th day of September, 2002. /s/Jean M. Rouda - ----------------- Notary Public My Commission Expires: August 15, 2006 EX-99.3 5 y63936exv99w3.txt CERTIFICATION OF STEPHEN RIGGIO Exhibit 99-3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Barnes & Noble, Inc. (the "Company") on Form 10-Q for the period ending August 3, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen Riggio, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Stephen Riggio ----------------- Stephen Riggio Chief Executive Officer Barnes & Noble, Inc. September 13, 2002 EX-99.4 6 y63936exv99w4.txt CERTIFICATION OF LAWRENCE S. ZILAVY Exhibit 99-4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Barnes & Noble, Inc. (the "Company") on Form 10-Q for the period ending August 3, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lawrence S. Zilavy, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Lawrence S. Zilavy --------------------- Lawrence S. Zilavy Chief Financial Officer Barnes & Noble, Inc. September 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----