-----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, WfT/NwcLJ7YvP8Fl1uU/Lhq74ni2m4uTLwFAcJjRNnlifuaYox2r3wMgXBZ26N0r WvmCOBX7KcGk/UPwS+dV2g== 0000891919-05-000125.txt : 20050922 0000891919-05-000125.hdr.sgml : 20050922 20050921180000 ACCESSION NUMBER: 0000891919-05-000125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050920 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20050922 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: 051096708 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 nasqhearing8k.txt NASDAQ HEARING 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 20, 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 3 - Securities and Trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing. On September 20, 2005, Books-A-Million, Inc. (the "Company") received a notification from the staff of The Nasdaq Stock Market that, due to the Company's failure to file on a timely basisits quarterly report on Form 10-Q for the 13 weeks ended July 30, 2005, as required by Nasdaq Marketplace Rule 4310(c)(14), the Company's common stock is subject to potential delisting from The Nasdaq Stock Market at the opening of business on September 29, 2005. The Company will request a hearing before a Nasdaq Listing Qualifications Panel (the "Panel") to ask for a waiver of the compliance failure until the Company files its From 10-Q for the 13 weeks ended July 30, 2005. The Company intends to become current in its filing obligations as soon as possible. The Company previously announced that it would not be able to file its Form 10-Q for the 13 weeks ended July 30, 2005, as a result of management's ongoing evaluation of the Company's internal control over financial reporting for such period. The Company's appeal to the Panel will automatically stay the delisting of its common stock pending the Panel's review and determination. There can be no assurance that the Panel will grant the Company's request for continued listing. The Company's stock will remain listed on The Nasdaq National Market under the trading symbol "BAMME" during the pendency of the Panel's review and determination. Section 7 - Regulation FD Item 7.01 Regulation FD Disclosure. On September 21, 2005, the Company issued a press release advising that it had received a notification of potential delisting from the staff of The Nasdaq Stock Market, Inc. Attached hereto as Exhibit 99.1 is a copy of the Company's press release, which is hereby incorporated by reference. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Document Description 99.1 Press Release dated September 21, 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 nasqpressrelease.txt NASDAQ HEARING 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 REQUESTS NASDAQ HEARING TO ADDRESS NON-COMPLIANCE WITH FORM 10-Q FILING REQUIREMENT BIRMINGHAM, Ala. (September 21, 2005) -- Books-A-Million, Inc. (Nasdaq/NM:BAMM) (the "Company") today announced that it has received notice from the staff of The Nasdaq Stock Market that, due to the Company's failure to file on a timely basis its quarterly report on Form 10-Q for the 13 weeks ended July 30, 2005, as required by Nasdaq Marketplace Rule 4310(c)(14), the Company's common stock is subject to potential delisting from The Nasdaq Stock Market at the opening of business on September 29, 2005. The Company will request a hearing before a Nasdaq Listing Qualifications Panel (the "Panel") to ask for a waiver of the compliance failure until the Company files its Form 10-Q for the 13 weeks ended July 30, 2005. The Company intends to become current in its filing obligations as soon as possible. The Company previously announced that it would not be able to file its Form 10-Q for the 13 weeks ended July 30, 2005, as a result of management's ongoing evaluation of the Company's internal control over financial reporting for such period. The Company's appeal to the Panel will automatically stay the delisting of its common stock pending the Panel's review and determination. There can be no assurance that the Panel will grant the Company's request for continued listing. The Company's stock will remain listed on The NASDAQ National Market under the trading symbol "BAMME" during the pendency of the Panel's review and determination. 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. -----END PRIVACY-ENHANCED MESSAGE-----