Attached files
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| EX-99.1 - EXHIBIT 99.1 - BARNES & NOBLE INC | eh1300354_ex9901.htm |
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
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Date of report (Date of earliest event reported)
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February 25, 2013
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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
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06-1196501
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(Commission File Number)
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(IRS Employer Identification No.)
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122 Fifth Avenue, New York, NY
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10011
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(Address of Principal Executive Offices)
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(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)
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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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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 8.01.
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Other Events.
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On February 25, 2013, the Board of Directors of Barnes & Noble, Inc. (the “Company”) received notice from Mr. Leonard Riggio, the Company’s founder, largest stockholder and Chairman of the Board, that Mr. Riggio plans to propose to purchase all of the assets of the retail business of the Company.
A copy of the Company’s press release announcing Mr. Riggio’s intent to submit a proposal is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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The following exhibit is filed as a part of this report.
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Exhibit No.
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Description
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99.1
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Press Release of Barnes & Noble, Inc., dated February 25, 2013.
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2
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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Date: February 25, 2013
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By:
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/s/ Eugene V. DeFelice
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Name: Eugene V. DeFelice
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Title: Vice President, General Counsel & Secretary
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Exhibit Index
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Exhibit No.
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Description
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4