UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 18, 2005
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BARNES & NOBLE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12302 06-1196501
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(Commission File Number) (IRS Employer Identification No.)
122 Fifth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
(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):
|_| 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))
Item 2.02 Results of Operations and Financial Condition
On August 18, 2005, Barnes & Noble, Inc. (the "Company") issued a press
release announcing its results for the second quarter ended July 30, 2005 and
the initiation of the cash dividend described under Item 8.01. A copy of this
press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Use of Non-GAAP Financial Information
To supplement the Company's consolidated financial statements presented in
accordance with generally accepted accounting principles ("GAAP") in the press
release attached hereto as Exhibit 99.1, the Company provides certain financial
results which exclude certain charges. The Company's management reviews these
non-GAAP financial measures internally to evaluate the Company's performance and
manage its operations. Additionally, the Company believes that such information
also provides investors a better understanding of the Company's current
operating results and provides comparable measures to help investors understand
the Company's future operating results. The non-GAAP measures included in the
press release attached hereto as Exhibit 99.1 have been reconciled to the
comparable GAAP measures as required under SEC rules regarding the use of
non-GAAP financial measures. In fiscal 2005, the charge was for the write off of
unamortized deferred financing fees resulting from the replacement of the
Company's $400 million credit facility with a new $850 million credit facility,
and the pre-payment and cancellation of the Company's $245 million term loan. In
fiscal 2004, the charge was for the write-off of the unamortized portion of the
deferred financing fees from the issuance of the Company's convertible
subordinated notes and for payment of the redemption premium. The Company urges
investors to carefully review the GAAP financial information included as part of
the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
quarterly earnings releases.
Item 8.01 Other Events
On August 18, 2005, the Company announced it had authorized the initiation
of a quarterly cash dividend of $0.15 per share for stockholders of record at
the close of business on September 9, 2005, payable on September 30, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated August 18, 2005
SIGNATURE
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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.
BARNES & NOBLE, INC.
(Registrant)
By: /s/Joseph J. Lombardi
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Joseph J. Lombardi
Chief Financial Officer
Date: August 18, 2005
Barnes & Noble, Inc.
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Barnes & Noble, Inc., dated August 18, 2005