-----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, KhOnzA1hu0tW8X6vnwUxthYxW9N6woRxlnSseOfRIwqNld+J+IGa8wlGJneEt1bs DpA4wTgaaS7Y0OdOoCM1Xw== 0000891919-05-000023.txt : 20050128 0000891919-05-000023.hdr.sgml : 20050128 20050128155156 ACCESSION NUMBER: 0000891919-05-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOOKS A MILLION INC CENTRAL INDEX KEY: 0000891919 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 630798460 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20664 FILM NUMBER: 05558256 BUSINESS ADDRESS: STREET 1: 402 INDUSTRIAL LN CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059423737 MAIL ADDRESS: STREET 1: 402 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 8-K 1 directoroptions8k.txt 8-K FOR GRANT OF DIRECTOR OPTIONS 12.31.04 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)December 31, 2004 Books-A-Million, Inc. ______________________________________________________ (Exact name of registrant as specified in its charter) DELAWARE 0-20664 63-0798460 ___________________ _____________________ ____________________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 402 Industrial Lane, Birmingham, Alabama 35211 __________________________________________ _____________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (205)942-3737 N/A _______________________________________________________ (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)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. Stock Option Awards The Books-A-Million, Inc. Stock Option Plan As Amended and Restated as of March 18, 1998 (the "Plan"), previously filed by Books-A-Million, Inc. (the "Company") as an exhibit to its Annual Report on Form 10-K for the fiscal year ended January 30, 1999, provides that on the last day of each calendar year, each non-employee director of the Company who has served for more than one year shall be granted (without any further action by the Company's Compensation Committee) an option under the Plan to purchase 6,000 shares of common stock, par value $.01, of the Company (the "Common Stock") at the fair market value of the stock on the grant date (calculated as the closing price on the grant date.) Accordingly, on December 31, 2004, each non-employee director of the Company received stock options (the "Options") to purchase 6,000 shares of Common Stock at an exercise price of $9.62 per share. The Options vested immediately and they expire on the earlier of (i) 90 days after the non-employee director ceases to serve as such or (ii) the tenth anniversary of the grant date. The terms of such Options are governed by the Plan and a standard form agreement (the "Option Agreement") which is delivered to each non-employee director, a copy of which is attached hereto as Exhibit 99.1 and which is incorporated herein by reference. Option Agreement: As described above and as detailed more fully in the Option Agreement, non-employee directors receive Options to purchase 6,000 shares of Common Stock at a price equal to 100% of the fair market value of the common stock on the date of grant (calculated as the closing price on the date of grant). The Options vest entirely upon the grant date and they expire on the earliest of (i) the tenth anniversary of the grant date, (ii) the end of the 90 day period which begins on the date the non-employee director's employment by the Company terminates for any reason other than death and (iii) the end of the 270 day period which begins on the date the non-employee director's employment by the Company terminates because of the non-employee director's death. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Document Description ___________ ____________________ 99.1 Form of Option Agreement 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. BOOKS-A-MILLION, INC. ______________________________ (Registrant) Date January 28, 2005 ________________ /s/ Richard S. Wallington _________________________ (Signature) Name: Richard S. Wallington Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. Document Description ___________ _____________________ 99.1 Form of Option Agreement EX-99 2 directoroptionagt.txt FORM OF DIRECTOR OPTION CERTIFICATE BOOKS-A-MILLION, INC. STOCK OPTION PLAN NON-INCENTIVE STOCK OPTION (NON-TRANSFERABLE) O P T I O N C E R T I F I C A T E OPTION NUMBER __________ Books-A-Million, Inc., a Delaware corporation, pursuant to action of the Committee and in accordance with the Books-A-Million, Inc., Stock Option Plan ("Plan"), hereby grants a Non-Incentive Stock Option ("Non-ISO") to [Non-Employee Director], ("Employee") to purchase from Books-A-Million, Inc., 6,000 shares of Stock at an Option Price per share of $______, equal to the price at which a share of Stock last traded on December 31, ______, the date of the grant. This Non-ISO is subject to all of the terms and conditions set forth in this Option Certificate and in the Plan and is granted effective as of December 31, ______ ("Option Grant Date"). BOOKS-A-MILLION, INC. By: ___________________________ Richard S. Wallington Chief Financial Officer TERMS AND CONDITIONS 1. Plan. The Non-ISO is subject to all the terms and conditions set forth in the Plan and Option Certificate, and all of the terms defined in the Plan shall have the same meaning herein when such terms start with a capital letter. A copy of the Plan will be made available to Employee upon written request to the Corporate Secretary of the Company. 2. Order of Exercise. The exercise of this Non-ISO shall not be affected by the exercise or non-exercise of any other option (without regard to whether such option constitutes an "incentive stock option" within the meaning of Section 422 of the Code). If at the time Employee intends to exercise any rights under this Non-ISO, Employee is an officer or is filing ownership reports with the Securities and Exchange Commission under Section 16(a) of the Exchange Act, then Employee should consult the Company before Employee exercises such rights because there may be additional restrictions upon the exercise of such rights. 3. Date Exercisable. This Non-ISO shall become exercisable in accordance with the following schedule on any business day of the Company occurring on or after the first date set forth below and before the date such Non-ISO expires under Section 4, provided Employee has remained continuously employed by the Company or a Subsidiary from the Option Grant Date through the applicable vesting date in the schedule below. Number of Shares for which Non-ISO First On or After Becomes Exercisable [Option Grant Date] 6,000 The maximum number of shares of Stock which may be purchased by exercise of this Non-ISO on any such business day shall equal the excess, if any, of (a) the number of shares of Stock for which this Non-ISO is exercisable on such date as adjusted in accordance with Section 13 of the Plan over (b) the number of shares of Stock which have previously been purchased by exercise of this Non-ISO, as adjusted in a manner consistent with Section 13 of the Plan. Notwithstanding the foregoing vesting schedule, this Non-ISO shall become exercisable in full on any business day of the Company occurring on or after the date Employee dies, is determined by the Committee to be disabled, or terminates employment with the Company or a Subsidiary on or after reaching age 62, whichever comes first, and before the date such Non-ISO expires under Section 4. 4. Life of Non-ISO. This Non-ISO shall expire when exercised in full; provided, however, this Non-ISO (to the extent not exercised in full) also shall expire immediately and automatically on the earlier of: a. the end of the 90 day period which begins on the date Employee's employment by the Company or a Subsidiary terminates for any reason other than death; b. the end of the 270 day period which begins on the date Employee's employment by the Company or a Subsidiary terminates because of death; or c. the date which is the tenth anniversary of the Option Grant Date. 5. Method of Exercise of Non-ISO. Employee may (subject to Sections 3, 4, 13 and 16) exercise the Non-ISO in whole or in part (before the date the Non-ISO expires) on any normal business day of the company by (1) delivering the Option Certificate to the Company together with written notice of the exercise of such Non-ISO and (2) simultaneously paying to the Company the Option Price. The payment of such Option Price shall be made either in cash, by check acceptable to the Company, by delivery to the Company of certificates (properly endorsed) for shares of Stock registered in Employee's name, or in any combination of such cash, check and Stock which results in payment in full of the Option Price. Stock which is so tendered as payment (in whole or in part) of the Option Price shall be valued at its Fair Market Value on the date the Non-ISO is exercised. 6. Delivery. The Company's delivery of Stock pursuant to the exercise of this Non-ISO (as described in Section 5) shall discharge the Company of all of its duties and responsibilities with respect to this Non-ISO. 7. Adjustment. The Board shall have the right to make such adjustments as described under Section 13 of the Plan. 8. Nontransferable. No rights granted under this Non-ISO shall be transferable by Employee and such rights shall be exercisable during Employee's lifetime only by Employee. To the extent the Option Certificate provides for the exercise of an Option after the death of Employee, the personal representative of Employee's estate thereafter shall be treated as the Employee under this Option Certificate. 9. Employment and Termination. Neither the Plan, this Non-ISO nor any related material shall give Employee the right to continue in employment by the Company or by a Subsidiary or shall adversely affect the right of the Company or a Subsidiary to terminate Employee's employment with or without cause at any time. 10. Stockholder Status. Employee shall have no rights as a stockholder with respect to any shares of stock under this Non-ISO until such shares have been duly issued and delivered to Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting such stock except as expressly set forth in the Plan. 11. Other Laws. The Company shall have the right to refuse to issue or transfer any Stock under this Non-ISO if the Company acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation, and any payment tendered in such event to exercise this Non-ISO shall be promptly refunded to Employee. 12. Securities Registration. Employee may be requested by the Company to hold any shares of Stock received upon the exercise of this Non-ISO for personal investment and not for purposes of resale or distribution to the public and Employee shall, if so requested by the Company, deliver a certified statement to that effect to the Company as a condition to the transfer of such Stock to Employee. 13. Other Conditions. Employee shall (as a condition to the exercise of this Non-ISO) enter into any agreement or make such representations prepared by the Company, including any agreement which restricts the transfer of Stock acquired pursuant to the exercise of this Non-ISO and provides for the repurchase of such Stock by the Company under certain circumstances. 14. Tax Withholding. The Company may withhold or retain from any payment to Employee (whether or not such payment is made pursuant to this Non-ISO) or take such other action as is permissible under the Plan which the Company deems necessary to satisfy an income or other tax withholding requirements as a result of the exercise of this Non-ISO. 15. Governing Law. This Plan and this Non-ISO shall be governed by the laws of the State of Delaware. 16. Modification, Amendment, and Cancellation. The Company shall have the right unilaterally to modify, amend, or cancel this Non-ISO in accordance with the terms of the Plan, and, in particular, shall have the right under the Plan to cancel this Non-ISO as of any date in the event of a sale or other corporate transaction (described in Section 14 of the Plan) in exchange for whole shares of Stock (and cash in lieu of a fractional share) the number of which, if any, will be determined by dividing (1) the excess of the fair Market Value of the Stock then subject to exercise under such Non-ISO (as determined without regard to any vesting schedule for such Non-ISO) over the Option Price for such Stock by (2) the Fair Market Value of a share of such stock. 17. Binding Effect. This Non-ISO shall be binding upon the Company and Employee and their respective heirs, executors, administrators and successors. OPTION EXERCISE FORM (To be executed by the Employee to exercise the rights to purchase Stock evidenced by the foregoing Option) TO: Books-A-Million, Inc. The undersigned hereby exercises the right to purchase __________ shares of Stock covered by the attached Option in accordance with the terms and conditions thereof, and herewith makes payment of the Option Price of such shares in full. _____________________________ Signature _____________________________ _____________________________ Address Dated: _________________________ -----END PRIVACY-ENHANCED MESSAGE-----