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) July 28, 2005
Build-A-Bear Workshop, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-32320 43-1883836
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1954 Innerbelt Business Center Drive 63114
St. Louis, Missouri --------------
----------------------------------------- (Zip Code)
(Address of Principal Executive Offices)
(314) 423-8000
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(Registrant's Telephone Number, Including Area Code)
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.
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On July 28, 2005, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing, among other things, total revenue, net income, net
retail sales, gross margin and diluted earnings per share for the second quarter
of fiscal 2005. The press release also included expected earnings and diluted
earnings per share for the full year of fiscal 2005. A copy of the press release
is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The
description of the press release contained herein is qualified in its entirety
by the full text of such exhibit.
In response to the request of certain investors and analysts for access to
historical quarterly financial information and store data in order that they may
perform various financial analyses, we are providing quarterly financial
information for fiscal years 2003 and 2004 as Exhibit 99.2 hereto. As a result
of becoming a public company in October 2004, portions of this quarterly
information has not heretofore been available in publicly accessible reports.
This financial information and selected store data has been prepared by
management without the review of an independent registered public accounting
firm. This information is condensed in nature and does not contain all of the
information normally included in financial statements prepared in accordance
with U.S. generally accepted accounting principles.
As previously disclosed, the Company determined, on February 25, 2005, that
it would correct its then current method of accounting for rent holidays and
landlord allowances in connection with its store and headquarters leases and
restate prior period results. Please see the Company's annual report on Form
10-K filed with the Securities and Exchange Commission on March 29, 2005 for
further information. All financial information included in Exhibit 99.2 hereto
has been restated to reflect the impact of the changes noted above. The
financial information for periods that were publicly presented prior to the
restatement has been marked as restated in Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated July 28, 2005
99.2 Interim financial information for the Company's 2003 and 2004
fiscal years.
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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.
BUILD-A-BEAR WORKSHOP, INC.
Date: July 28, 2005 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear, Secretary
and Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated July 28, 2005
99.2 Interim financial information for the Company's 2003 and 2004
fiscal years.
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