-----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, OmTazZiD2daTS3hI7on48cD9Jr6VZEpRKvCE5mRhU9YJLYqpChvKrQsSYXvJv91H bSB1PQB+OHuB+/nCZK5ATg== 0000950157-10-000428.txt : 20100318 0000950157-10-000428.hdr.sgml : 20100318 20100318081858 ACCESSION NUMBER: 0000950157-10-000428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100318 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100318 DATE AS OF CHANGE: 20100318 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: 10690244 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 form8k.htm CURRENT REPORT form8k.htm
 
UNITED STATES
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):
 
March 18, 2010
 

 

 
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
1-12302
06-1196501
(State or other jurisdiction of incorporation)
 
(Commission File Number)
(IRS Employer Identification No.)
 
 122 Fifth Avenue, New York, New York  10011
  (Address of principal executive offices)
(Zip Code)
 
   
Registrant’s telephone number, including area code:  (212) 633-3300
 
Not Applicable
 (Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2010, Barnes & Noble, Inc. (the “Company”) announced that William J. Lynch, Jr. has been named Chief Executive Officer of the Company, succeeding Stephen Riggio, who will remain Vice Chairman.  On March 18, 2010, the Company also announced the promotion of Chief Operating Officer Mitchell S. Klipper to Chief Executive Officer of the Company’s retail group, which encompasses the Barnes & Noble retail business and the Barnes & Noble College Booksellers business.

A copy of the press release announcing the events described above is attached as Exhibit 99.1 and is incorporated in this report by reference.

Item 9.01.          Financial Statements and Exhibits

(d)       The following exhibit is filed as a part of this Report.
 
Exhibit No.
Description
99.1
 Press Release of Barnes & Noble, Inc., dated March 18, 2010
 
 
 
 
 
 
SIGNATURES
 
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 thereunto duly authorized.
 

  BARNES & NOBLE, INC.  
       
Date:  March 18, 2010
By:
/s/  Joseph J. Lombardi  
    Name:  Joseph J. Lombardi  
    Title:    Chief Financial Officer  
       
 
 
 






Exhibit Index


Exhibit No.
Description
99.1
 Press Release of Barnes & Noble, Inc., dated March 18, 2010
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1
 
 
FOR IMMEDIATE RELEASE


CONTACTS:
Mary Ellen Keating
Corporate Communications
Barnes & Noble, Inc.
(212) 633-3323
mkeating@bn.com


BARNES & NOBLE NAMES WILLIAM LYNCH CHIEF EXECUTIVE OFFICER

New York, NY – March 18, 2010 – Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller, today announced that William Lynch, 39, has been named Chief Executive Officer of Barnes & Noble, Inc.  Mr. Lynch succeeds Steve Riggio, 55, who will remain Vice Chairman and be actively involved in the company. The company also announced the promotion of Chief Operating Officer Mitchell Klipper, 52, to Chief Executive Officer of the company’s retail group, which encompasses the Barnes & Noble retail business and the Barnes & Noble College Booksellers business.

Since joining Barnes & Noble in February 2009 as President of Barnes & Noble.com (www.bn.com), Mr. Lynch has put Barnes & Noble’s core e-commerce business on a high growth track and launched the company’s digital commerce platform, including nook™, its highly successful eBook Reader.

“William came to us as a skillful leader in e-commerce who, in a short period of time, has done a superb job in quickly establishing Barnes & Noble as a major player in e-commerce and digital content,” said Leonard Riggio, Chairman of Barnes & Noble, Inc. “Given the dynamic nature of the book industry, William is uniquely qualified to lead the company’s transition to multi-channel distribution and drive the continuing expansion of our electronic commerce platform, eBooks and other digital content and products.”

Mr. Lynch came to Barnes & Noble from HSNi, where he was Executive Vice President of Marketing and General Manager of HSN.com.  From 2004 to 2008, he was Chief Executive Officer of gifts.com, an IAC subsidiary he co-founded.  From 2000 to 2004, he was Vice President and General Manager, E-Commerce, for Palm Inc., where he oversaw Palm’s Web properties, including Palm.com, the Palm Online Store, the Palm Software Connection and the Palm.Net wireless ISP.  Earlier in his career, Mr. Lynch held senior positions at Seagram Universal and Guinness.  He graduated from the University of Texas at Austin with a degree in Economics and received his MBA from the Columbia University School of Business.

Mr. Lynch said, “I am very excited and energized by the opportunity to lead Barnes & Noble.  The bookselling, publishing and media industries are quickly evolving, and with our unique assets, strong brands and ability to reach millions of customers every day we are well positioned to take advantage of the big opportunities.  Our commitment is to leverage our Barnes & Noble stores and leading e-commerce channels such as bn.com, to provide consumers convenient access to the physical and digital products they want virtually anytime, anywhere.  I look forward to working with Mitchell Klipper and the rest of the talented team, to deliver on this promise to our customers, and blend our digital services with our traditional retail store operations to provide compelling in-store experiences and unmatched purchasing options.”
 
 
 
 
 

 
Mr. Lynch added, “I’m personally very grateful to Steve for bringing me to Barnes & Noble and I am excited about the opportunity of leading one of the great American retail companies.”

Mitchell Klipper, a 23-year veteran of the company, has held increasingly senior executive positions including Chief Financial Officer, President of Barnes & Noble’s Development Group and Chief Operating Officer.

Leonard Riggio added, “Mitchell is one of the most talented operators in the retail industry.  He has been largely responsible for the nationwide expansion of our superstore concept, and we are thrilled he will be taking on additional responsibility for our important college business.”

Mr. Klipper said, “I am excited to work closely with William as we reposition the retail business and create a more integrated operation that can better meet the growing needs of our customers.”

Barnes & Noble, Inc. will host a conference call with analysts and investors to discuss these senior management changes.  The webcast of this call will begin at 9:00 A.M. Eastern Time on Thursday, March 18, 2010.  The webcast of this call will be accessible at www.barnesandnobleinc.com/webcasts. 

About Barnes & Noble, Inc.
Barnes & Noble, Inc. (NYSE: BKS), the world’s largest bookseller and a Fortune 500 company, operates 723 bookstores in 50 states.  Barnes & Noble College Booksellers, LLC, a wholly-owned subsidiary of Barnes & Noble, also operates 639 college bookstores serving nearly 4 million students and over 250,000 faculty members at colleges and universities across the United States.  Barnes & Noble is the nation’s top bookseller brand for the seventh year in a row, as determined by a combination of the brand’s performance on familiarity, quality, and purchase intent; the top bookseller in quality for the second year in a row and the number two retailer in trust, according to the EquiTrend® Brand Study by Harris Interactive®. Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web’s largest e-commerce sites, which also features hundreds of thousands of titles in its eBookstore (www.bn.com/ebooks).   Customers can buy and read eBooks on a wide range of platforms, including nookTM by Barnes & Noble, the iPhone and iPod touch, BlackBerry® smartphones, as well as most Windows® and Mac® laptops or full-sized desktop computers.
 
General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company’s corporate website: www.barnesandnobleinc.com. 
 
nookTM is a trademark of Barnes & Noble, Inc.
 
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Follow B&N on Twitter: www.bn.com/twitter
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SAFE HARBOR

This press release contains “forward-looking statements.”  Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company.  These statements are subject to risks and uncertainties that could cause actual results to differ materially.  These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the company’s products, possible disruptions in the company’s computer systems, telephone systems or supply chain, possible risks associated with data privacy and information security, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company’s online, digital and other initiatives, the performance and successful integration of acquired businesses, the success of the company’s strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, the results or effects of any governmental review of the company’s stock option practices, product and component shortages, and other factors which may be outside of the company’s control.   Please refer to the company’s annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially.  The company assumes no obligation to update or revise any forward-looking statements.

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