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 13, 2002
BARNES & NOBLE, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
(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)
Registrant's Telephone Number, Including Area Code (212) 633-3300
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(Former Name or Former Address, if Changed Since Last Report )
The information in this Current Report on Form 8-K, including the
exhibits, is furnished pursuant to Item 9 and shall not be deemed filed for the
purposes of the Securities Act of 1933, as amended (the "1933 Act"), or the
Securities Exchange Act of 1934, as amended (the "1934 Act"). Furthermore, the
information in this Current Report on Form 8-K, including the exhibits, shall
not be deemed to be incorporated by reference into any of the filings of Barnes
& Noble, Inc. (the "Company") under the 1933 Act or the 1934 Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Statement Under Oath of Principal Executive Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings,
executed by Stephen Riggio, Chief Executive Officer of Barnes
& Noble, Inc.
99.2 Statement Under Oath of Principal Financial Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings,
executed by Lawrence S. Zilavy, Chief Financial Officer of
Barnes & Noble, Inc.
99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
executed by Stephen Riggio, Chief Executive Officer of Barnes
& Noble, Inc.
99.4 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
executed by Lawrence S. Zilavy, Chief Financial Officer of
Barnes & Noble, Inc.
ITEM 9. REGULATION FD DISCLOSURE.
Pursuant to Securities and Exchange Commission ("Commission") Order No.
4-460, Stephen Riggio, Chief Executive Officer of the Company, and Lawrence S.
Zilavy, Chief Financial Officer of the Company, have each executed a Statement
Under Oath Regarding Facts and Circumstances Relating to Exchange Act Filings.
Those Statements were sent to the Commission on September 13, 2002, and copies
are attached to this Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.
On September 13, 2002, the Company filed with the Commission its
Quarterly Report on Form 10-Q for the period ended August 3, 2002. In connection
with that filing, the Company sent to the Commission the Certifications of the
Principal Executive Officer and the Principal Financial Officer of the Company
as required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. Copies of those Certifications are
attached to this Report on Form 8-K as Exhibits 99.3 and 99.4, respectively.
SIGNATURE
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/Lawrence S. Zilavy
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Name: Lawrence S. Zilavy
Title: Chief Financial Officer
Date: September 13, 2002
EXHIBIT INDEX
Exhibit No. Description
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99.1 Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings, executed by Stephen Riggio, Chief Executive Officer
of Barnes & Noble, Inc.
99.2 Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act
Filings, executed by Lawrence S. Zilavy, Chief Financial
Officer of Barnes & Noble, Inc.
99.3 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
executed by Stephen Riggio, Chief Executive Officer of
Barnes & Noble, Inc.
99.4 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
executed by Lawrence S. Zilavy, Chief Financial Officer of
Barnes & Noble, Inc.