8-K 1 july8-k.txt \B&N\2003 FILINGS\JULY B&N 8-K\ 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): July 29, 2003 ------------- 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) ---------------------------------------- Item 5. Other Events and Required FD Disclosure On July 29, 2003, Barnes & Noble, Inc., announced that it had reached an agreement with Bertelsmann AG and BOL.US Online, Inc., a wholly owned subsidiary of Bertelsmann, to acquire all of BOL.US Online, Inc.'s ownership interest in barnesandnoble.com inc. The acquisition is subject to certain closing conditions and is expected to close within 45 days. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release dated July 29, 2003 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/ Joseph J. Lombardi --------------------------------- Name: Joseph J. Lombardi Title:Chief Financial Officer Date: July 30, 2003