-----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, VgIJ4Dm8edRJ56XfGIOgrV9+1TWkpWPcrs+6O4e3WQ++lQvfMZzudo6p9KjX5KRl 9rIXmSoLAO/oBRvnq0va6g== 0000891919-05-000123.txt : 20050921 0000891919-05-000123.hdr.sgml : 20050921 20050921161239 ACCESSION NUMBER: 0000891919-05-000123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050919 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050921 DATE AS OF CHANGE: 20050921 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: 051095982 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 latefiling8k.txt LATE FILING 8-K 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) September 19, 2005 ------------------ 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 7 - Regulation FD Item 7.01 Regulation FD Disclosure. On September 19, 2005, Books-A-Million, Inc. issued a press release announcing that it will not file its Form 10-Q for the quarter ended July 30, 2005 by the required filing date. The filing is being delayed as a result of management's ongoing evaluation of the Company's internal control over financial reporting for the second quarter. A copy of the press release is attached hereto as Exhibit 99.1 The information in this Report, including the exhibit attached hereto, is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The exhibit is furnished pursuant to Item 7.01 and shall not be deemed to be "filed." Exhibit No. Document Description 99.1 Press Release dated September 19, 2005 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 _September 21, 2005_______ ___________/s/ Richard S. Wallington______ ------------------------- (Signature) Name: Richard S. Wallington Title: Chief Financial Officer EX-99 2 pressrelease.txt LATE FILING PRESS RELEASE BOOKSo A o MILLION(R) News Release 402 Industrial Lane Birmingham, AL 35211 205-942-3737 Contact: Richard S. Wallington Chief Financial Officer (205) 942-3737 BOOKS-A-MILLION, INC. ANNOUNCES LATE FILING OF SECOND QUARTER 10-Q BIRMINGHAM, Ala. (September 19, 2005) -- Books-A-Million, Inc. (Nasdaq/NM:BAMM) today announced that it will not file its Form 10-Q for the quarter ended July 30, 2005 by the required filing date. The filing is being delayed as a result of management's ongoing evaluation of the Company's internal control over financial reporting for the second quarter. During the course of its evaluation, management identified material weaknesses as defined by Audit Standard No. 2 adopted by the Public Company Accounting Oversight Board. Management is working expeditiously to finalize its evaluation of internal control over financial reporting in order to file the Form 10-Q for the second quarter. On September 9, 2005, the Company lowered earnings guidance previously issued for the third quarter and fiscal 2006 full year to reflect the expected impact of reduced sales resulting from Hurricane Katrina that affected the southeastern United States. The Company reaffirms the revised guidance issued on September 9, 2005. Books-A-Million is one of the nation's leading book retailers and sells on the Internet at www.booksamillion.com. The Company presently operates 207 stores in 19 states and the District of Columbia. The Company operates four distinct store formats, including large superstores operating under the names Books-A-Million and Books & Co., traditional bookstores operating under the names Books-A-Million and Bookland, and Joe Muggs Newsstands. The Company's wholesale operations include American Wholesale Book Company and Book$mart, both based in Florence, Alabama. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. A number of factors could cause actual results, performance, achievements of the Company, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the competitive environment in the book retail industry in general and in the Company's specific market area; inflation; economic conditions in general and in the Company's specific market areas; the number of store openings and closings; the profitability of certain product lines, capital expenditures and future liquidity; liability and other claims asserted against the Company; uncertainties related to the Internet and the Company's Internet initiative. In addition, such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Given these uncertainties, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligations to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. The delay in filing the Form 10-Q for the second quarter may have an adverse effect on the market price of our common stock. In addition, while the Company currently believes that its previously issued financial statements fairly present its financial position, results of operations and cash flows as of and for the periods ended as set forth in such financial statements, the material weaknesses found, as well as any additional control deficiencies or other issues that may be found, during the course of the Company's ongoing evaluation of its internal control over financial reporting could result in adjustments to, or a restatement of, some or all of such financial statements. In such event, it is possible that the Company could be in default under one or more of the financial covenants contained in its credit facilities. -----END PRIVACY-ENHANCED MESSAGE-----