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): April 4, 2006 (April 2, 2006)
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 -----------------
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(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 2.01. Completion of Acquisition or Disposition of Assets.
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On April 2, 2006, Build-A-Bear Workshop, Inc. (the "Company"), through
its wholly-owned U.K. subsidiary Build-A-Bear Workshop UK Holdings Limited
("Holdings"), completed its previously announced acquisitions of The Bear
Factory Limited, an English corporation and stuffed animal retailer ("The Bear
Factory"), and Amsbra, Ltd., an English corporation and current franchisee of
the Company ("Amsbra"). The consummation of the Bear Factory Transaction had
previously received competition clearance from the U.K. Office of Fair Trade.
The Company acquired The Bear Factory pursuant to a Share Purchase
Agreement (the "Bear Factory Purchase Agreement") entered into on March 3, 2006
with The Hamleys Group Limited, an English corporation ("Hamleys"), and The Bear
Factory, pursuant to which Holdings purchased all of the issued and outstanding
share capital of The Bear Factory from Hamleys (the "Bear Factory Transaction").
The purchase price for the shares of Bear Factory was (pound)15,000,000
(approximately $26.4 million based on the exchange rate on the date of the Bear
Factory Purchase Agreement), subject to adjustment based upon a closing net
current asset valuation of The Bear Factory. A copy of the Bear Factory Purchase
Agreement was filed as Exhibit 10.38 to the Company's Annual Report on Form
10-K, filed with the SEC on March 16, 2006, which is incorporated by reference
herein.
The Company acquired Amsbra pursuant to a Sale and Purchase Agreement
(the "Amsbra Purchase Agreement") with the selling shareholders of Amsbra, the
Company, and Andrew Mackay pursuant to which Holdings purchased all the issued
and outstanding share capital of Amsbra (the "Amsbra Transaction"). The purchase
price for the Amsbra shares was (pound)5,500,000 (approximately $9.7 million
based on the exchange rate on the date of the Amsbra Purchase Agreement). The
Amsbra Transaction included the assumption by Holdings of a $4,425,000 (USD)
loan made by Build-A-Bear Workshop Franchise Holdings, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Franchise Holdings").
At the closing of the Amsbra Transaction, Holdings advanced Amsbra
(pound)500,000 to enable Amsbra to repay an additional loan obligation. A copy
of the Amsbra Purchase Agreement was filed as Exhibit 10.39 to the Company's
Annual Report on Form 10-K, filed with the SEC on March 16, 2006, which is
incorporated by reference herein
Relationship to Amsbra
Amsbra became a franchisee of the Company in May 2003 pursuant to a
franchise agreement with Franchise Holdings. Amsbra holds franchise rights in
England, Scotland, Wales, Northern Ireland and the Irish Republic, and as of the
closing operated 11 Build-A-Bear Workshop stores in the U.K. Amsbra owns a
partial interest in Faber France S.A.S., the Company's franchisee in France.
Item 7.01. Regulation FD Disclosure.
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On April 3, 2006, the Company issued a press release announcing that it
had completed the acquisitions of The Bear Factory and Amsbra. A copy of the
press release is furnished as Exhibit 99.1 hereto and is incorporated by
reference herein. This description of the press release contained herein is
qualified in its entirety by the full text of such exhibit.
The information contained in this Item 7.01 shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended (the "Securities Act") or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The information set forth in this Item 7.01 shall not be
deemed an admission as to the materiality of any information in this report on
Form 8-K that is required to be disclosed solely to satisfy the requirements of
Regulation FD.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated April 3, 2006
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: April 3, 2006 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear, Secretary and
Treasurer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated April 3, 2006