0000950142-18-002009.txt : 20181004 0000950142-18-002009.hdr.sgml : 20181004 20181004081126 ACCESSION NUMBER: 0000950142-18-002009 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181004 DATE AS OF CHANGE: 20181004 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: 0429 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 181106943 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-A12B 1 eh1801120_8a12b.htm FORM 8-A12B
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
06-1196501
 
 
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
122 Fifth Avenue
New York, New York
 

10011
 
 
 
(Address of principal executive offices)
 
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
to be registered
 
Name of each exchange on which
each class is to be registered
 
 
 
Preferred Stock Purchase Rights
 
New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☑
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:  N/A
Securities to be registered pursuant to Section 12(g) of the Act:  None
 
 
Item 1. Description of Registrant’s Securities to be Registered.
A description of the Registrant’s Series K Preferred Stock Purchase Rights is set forth under “Entry into a Material Definitive Agreement” in the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 4, 2018, which description is incorporated herein by reference.
Item 2.          Exhibits.
Exhibit No.
  
Description
   
3.1
  
Form of Certificate of Designation of Series K Preferred Stock of Barnes & Noble, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Barnes & Noble, Inc. with the United States Securities and Exchange Commission on October 4, 2018).
     
4.1
  
Rights Agreement, dated as of October 3, 2018, between Barnes & Noble, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Barnes & Noble, Inc. with the United States Securities and Exchange Commission on October 4, 2018).
 


SIGNATURE
Pursuant to the requirements of Section 12 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.

Date:  October 4, 2018

 
BARNES & NOBLE, INC.
  
       
       
 
By:
/s/ Bradley A. Feuer
  
   
Bradley A. Feuer
  
   
Vice President, General Counsel & Corporate Secretary