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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the |
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Securities Exchange Act of 1934 |
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Date of report (Date of earliest event reported) |
December 21, 2006 (December 19, 2006) |
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BARNES & NOBLE, INC. |
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(Exact Name of Registrant as Specified in Its |
Charter)
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Delaware |
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(State or Other Jurisdiction of Incorporation) |
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1-12302 |
06-1196501 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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122 Fifth Avenue, New York, NY |
10011 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(212) 633-3300 |
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(Registrant’s Telephone Number, Including Area Code) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre- commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. |
Entry into a Material Definitive Agreement |
On December 19, 2006, the Board of Directors of Barnes & Noble, Inc. (the “Company”) approved non-substantive amendments to the Company’s 2004 Incentive Plan and Amended and Restated 1996 Incentive Plan (collectively, the “Plans”). These amendments clarify that anti-dilution adjustments to equity awards under these plans are required and not discretionary actions of the Company. The purpose of these amendments is to ensure that customary anti-dilution adjustments to equity awards resulting from certain corporate transactions such as a stock split or a stock dividend do not result in the modification of an equity award for purposes of Statement of Financial Accounting Standards No. 123R, “Share-Based Payments.” If this anti-dilution adjustment were characterized as a modification of an equity award, the Company could be required to record incremental compensation expense. The amendments are designed to remove the potential for these types of corporate transactions to be characterized as modifications of equity awards. Copies of the amendments to the Plans are attached as Exhibits 10.1 and 10.2 to this report.
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Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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Exhibit No. |
Description of Exhibit |
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10.1
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Amendment to the 2004 Incentive Plan
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10.2
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Amendment to the Amended and Restated 1996 Incentive Plan
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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.
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BARNES & NOBLE, INC.
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By: |
/s/ Joseph J. Lombardi |
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Joseph J. Lombardi |
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Chief Financial Officer |
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Date: December 21, 2006 |
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EXHIBIT INDEX
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Exhibit No. |
Description of Exhibit |
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10.1
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Amendment to the 2004 Incentive Plan
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10.2
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Amendment to the Amended and Restated 1996 Incentive Plan
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Exhibit 10.1
AMENDMENT
TO
BARNES & NOBLE, INC.
2004 INCENTIVE PLAN
Section 10.3 of the 2004 Incentive Plan of Barnes & Noble, Inc. is hereby deleted in its entirety and the following substituted in lieu thereof:
“Section 10.3 Adjustments . To prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, in the event of any corporate transaction or event such as a merger, reorganization, consolidation, recapitalization, stock dividend, extraordinary dividend or other similar distribution (whether in cash, shares or other property), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee deems equitable or appropriate, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan and, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number.”
Exhibit 10.2
AMENDMENT
TO
BARNES & NOBLE, INC.
AMENDED AND RESTATED 1996 INCENTIVE PLAN
Section 9.10 of the Amended and Restated 1996 Incentive Plan of Barnes & Noble, Inc. is hereby deleted in its entirety and the following substituted in lieu thereof:
“Section 9.10 Adjustments . To prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, in the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or other similar distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event affecting the Shares with respect to which Awards have been or may be issued under the Plan (any such transaction or event, a “Transaction”), then the Committee shall, in such manner as the Committee deems equitable, (A) adjust (i) the number and type of Shares that thereafter may be made the subject of Awards, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award (any such adjustment, an “Antidilution Adjustment”); provided, in each case, that with respect to “incentive stock options,” no such adjustment shall be authorized to the extent that such adjustment would cause such options to violate Section 422(b) of the Code or any successor provision (unless otherwise agreed by the Committee and the holder of such option); and provided further, that the number of Shares subject to any Award denominated in Shares shall always be a whole number; or (B) cause any Award outstanding as of the effective date of the Transaction to be cancelled in consideration of a cash payment or alternate Award (whether from the Company or another entity that is a party to the Transaction) or a combination thereof made to the holder of such cancelled Award substantially equivalent in value to the fair market value of such cancelled Award. With respect to each adjustment contemplated by the foregoing sentence, no such adjustment shall be authorized to the extent that such adjustment would cause an Award to violate the provisions of Section 409A of the Code (unless otherwise agreed by the Committee and the holder of such Award). The determination of fair market value shall be made by the Committee in its sole discretion. Any adjustments made by the Committee shall be binding on all Participants.”