-----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, HogVyrNV0CPifqbvNSEWsoCTq8/JJHuMWl70dh91t15L0IQgE7V5ubcVvs634o+k YQK9LAEP5ulrySmqLbCBSQ== 0001157523-06-006823.txt : 20060713 0001157523-06-006823.hdr.sgml : 20060713 20060713163532 ACCESSION NUMBER: 0001157523-06-006823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060712 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060713 DATE AS OF CHANGE: 20060713 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: 06960894 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 a5187750.txt BARNES & NOBLE 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 13, 2006 (July 12, 2006) ------------------------------- 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) (212) 633-3300 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On July 12, 2006, Barnes & Noble, Inc. (the "Company") issued a press release, a copy of which is attached as Exhibit 99.1, announcing that a shareholder has filed a derivative complaint in New York County Supreme Court alleging improprieties in the Company's issuance of stock options. The complaint names certain current and former executives of the Company, as well as certain members of the Company's Board of Directors. The press release stated that the Company believes the complaint is without merit, but that, as a matter of good corporate governance, the Company's Audit Committee will review the Company's stock option practices. The Audit Committee will retain independent legal counsel for that review and report its findings to the full Board once the review has been completed. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated July 12, 2006 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 hereunto duly authorized. BARNES & NOBLE, INC. (Registrant) By: /s/ Joseph J. Lombardi ---------------------------------- Joseph J. Lombardi Chief Financial Officer Date: July 13, 2006 Barnes & Noble, Inc. EXHIBIT INDEX Exhibit Number Description 99.1 Press Release of Barnes & Noble Inc., dated July 12, 2006 EX-99.1 2 a5187750ex991.txt EXHIBIT 99.1 Exhibit 99.1 Barnes & Noble Discloses Shareholder Lawsuit NEW YORK--(BUSINESS WIRE)--July 12, 2006--Barnes & Noble, Inc. (NYSE: BKS) today announced that a shareholder has filed a derivative complaint in New York County Supreme Court alleging improprieties in the company's issuance of stock options. The complaint names certain current and former executives of Barnes & Noble, as well as certain members of the Board of Directors. Barnes & Noble believes there is no merit to the complaint and that its practices with respect to the issuance of stock options have always been entirely appropriate and in full compliance with all applicable laws and regulations. However, the Board believes as a matter of good corporate governance that it is prudent to have the Audit Committee review Barnes & Noble's stock option practices. The Committee will retain independent legal counsel and report its findings to the Board once the review has been completed. About Barnes & Noble, Inc. Barnes & Noble, Inc. (NYSE: BKS), the world's largest bookseller and a Fortune 500 company, operates 797 bookstores in 50 states. For the fifth year in a row, the company is the nation's top retail brand for quality, according to the EquiTrend(R) Brand Study by Harris Interactive(R). Barnes & Noble conducts its online business through Barnes & Noble.com (www.bn.com), one of the Web's largest e-commerce sites and the number one online bookseller for quality among e-commerce companies, according to the latest EquiTrend survey. General information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate Web site: http://www.barnesandnobleinc.com. CONTACT: Media: Mary Ellen Keating Senior Vice President, Corporate Communications Barnes & Noble, Inc. 212-633-3323 mkeating@bn.com or Investor: Joseph J. Lombardi Chief Financial Officer Barnes & Noble, Inc. 212-633-3215 jlombardi@bn.com -----END PRIVACY-ENHANCED MESSAGE-----