-----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, Dr6+6eZfQdhrKwlpl15++m+cB+zPh3CpCZ3Fz+28SYsjUIpiIHNGk0OWinJUZvjz n1cBfTwAaC4sBqgK9enIXA== 0000891919-05-000130.txt : 20051021 0000891919-05-000130.hdr.sgml : 20051021 20051021172348 ACCESSION NUMBER: 0000891919-05-000130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 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: 051150485 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 filing10q.txt FILING 10-Q AND NASDAQ HEARING 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) October 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 1 - Registrant's Business and Operations Item 7.01 Regulation FD Disclosure. On October 20, 2005, Books-A-Million, Inc. issued a press release announcing that it has filed with the Securities and Exchange Commission (the "SEC") its quarterly report on Form 10-Q for the 13-week period ended July 30, 2005 (the "Second Quarter Form 10-Q"). The Company also announced that representatives of the Company attended a hearing before a Nasdaq Listing Qualifications Panel (the "Panel") on October 20, 2005, during which it notified the Panel that it had filed with the SEC the Second Quarter Form 10-Q, the sole deficiency previously cited by Nasdaq and the sole basis for the hearing. 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 October 20, 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 _October 21, 2005_______ ---------------- ________/s/ Richard S. Wallington___________ ------------------------- (Signature) Name: Richard S. Wallington Title: Chief Financial Officer EX-99 2 filing10qpressrelease.txt PRESS RELEASE DATED OCTOBER 20, 2005 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 ANNOUNCES FILING OF SECOND QUARTER FORM 10-Q AND PROVIDES AN UPDATE ON NASDAQ LISTING STATUS BIRMINGHAM, Ala. (October 20, 2005) -- Books-A-Million, Inc. (Nasdaq/NM:BAMME) (the "Company") announced today that it has filed with the Securities and Exchange Commission (the "SEC") the quarterly report on Form 10-Q for the 13-week period ended July 30, 2005 (the "Second Quarter Form 10-Q"). The Company believes that, with this filing, it is current in its periodic reports with the SEC. The Company also announced that representatives of the Company attended a hearing before a Nasdaq Listing Qualifications Panel (the "Panel") on October 20, 2005, during which it notified the Panel that it had filed with the SEC the Second Quarter Form 10-Q, the sole deficiency previously cited by Nasdaq and the sole basis for the hearing. The Company hopes to receive shortly acknowledgement by Nasdaq of the Company's compliance with Nasdaq's filing requirement, at which time it will promptly announce that news. Pending such notification from Nasdaq, the Company's trading symbol will remain "BAMME". 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 208 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 our actual results, performance and achievements, 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: a restatement of our quarterly or annual financial statements as a result of a material weakness in internal control over financial reporting; the competitive environment in the book retail industry in general and in our specific market areas; inflation; economic conditions in general and in our 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 us; uncertainties related to the Internet and our internet initiatives; and other factors referenced herein. In addition, such forward-looking statements are necessarily dependent upon the 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, stockholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We disclaim 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-----