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 28, 2011
Build-A-Bear Workshop, 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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001-32320
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(Commission
File Number)
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43-1883836
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(IRS Employer
Identification No.)
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1954 Innerbelt Business Center Drive
St. Louis, Missouri
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(Address of Principal Executive Offices)
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63114
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(Zip Code)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On April 28, 2011, Mr. Braden M. Leonard was elected to the board of directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) by the Board. Mr. Leonard will serve as a Class II director and his term will expire at the 2012 annual meeting of stockholders of the Company.
There is no arrangement or understanding between Mr. Leonard and any other person pursuant to which Mr. Leonard was elected as a director. Mr. Leonard will serve as a member of the Board's Nominating and Corporate Governance Committee.
In addition, in connection with his election to the Board and in accordance with our outside director compensation policies, the Compensation Committee approved an award to Mr. Leonard of 6,602 shares of restricted stock under the Company's Second Amended and Restated 2004 Stock Incentive Plan. Pursuant to his restricted stock award agreement, the shares will vest October 28, 2011 (the anniversary date of our initial public offering (October 28, 2004)), subject to Mr. Leonard's continued service on our Board.
The Company is not aware of any transactions, proposed transactions, or series of either to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Leonard had, or will have, a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure.
On April 28, 2011, the Company issued a press release announcing the election of Mr. Leonard as a director. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description of Exhibit
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99.1
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Press Release dated April 28, 2011
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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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BUILD-A-BEAR WORKSHOP, INC.
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Date: April 28, 2011
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By:
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/s/ Tina L. Klocke | |
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Name: Tina L. Klocke
Title: Chief Operations and Financial Bear, Treasurer and Secretary
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EXHIBIT INDEX
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Exhibit Number
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Description of Exhibit
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99.1
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Press Release dated April 28, 2011
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4
Exhibit 99.1
Contact:
Investors:
Tina Klocke
Build-A-Bear Workshop
314-423-8000 x5210
Tinak@buildabear.com
Media:
Jill Saunders,
Build-A-Bear Workshop
314.423.8000 x5293
Jills@buildabear.com
Build-A-Bear Workshop, Inc.
Names Braden Leonard
To its Board of Directors
ST. LOUIS (April 28, 2011) - Build-A-Bear Workshop, Inc. (NYSE: BBW), the interactive retailer of customized stuffed animals, announced today that Braden M. Leonard has been appointed to the Company’s Board of Directors.
Mr. Leonard, 40, will serve on the Nominating and Corporate Governance Committee of the Board effective immediately. With Mr. Leonard’s appointment, the Build-A-Bear Workshop® Board will have nine members, eight of whom, including Mr. Leonard, are deemed independent by the Board under New York Stock Exchange rules and other applicable regulations.
As previously announced, Katherine Savitt has announced her intention to resign from the Board due to increased time commitment associated with her role as Chief Executive Officer of Lockerz, LLC. Ms. Savitt’s resignation is effective on May 12, 2011, the date of the Build-A-Bear Workshop 2011 Annual Meeting of Stockholders, and with her resignation the Board will have eight members, seven of whom are deemed independent.
Mr. Leonard is the Managing Member and founder of BML Capital Management, LLC, which is the General Partner of BML Investment Partners, L.P., a concentrated value oriented investment fund. Mr. Leonard has held that position since 2004. At BML, Mr. Leonard is responsible for research, capital allocation, and all investment decisions. From 1995 through 2003, Mr. Leonard was an equity trader for a proprietary trading firm, ETG, LLC. Mr. Leonard has a bachelor’s degree in accounting from Purdue University.
“We are pleased to have Brad join our Board. Through BML Investment Partners, Brad is our second largest shareholder and shares our enthusiasm for our business. We believe Brad’s financial and business acumen complements the strengths of our existing Board and will be of great value to us as we position Build-A-Bear Workshop for profitable growth,” said Maxine Clark, founder, chairman and chief executive bear of Build-A-Bear Workshop.
“It is an honor to have been asked to join the Build-A-Bear Workshop Board of Directors. I believe strongly in the company and I am excited about the opportunity,” said Mr. Leonard.
About Build-A-Bear Workshop, Inc.
Build-A-Bear Workshop, Inc. is the only global company that offers an interactive make-your-own stuffed animal retail-entertainment experience. The company currently operates more than 400 Build-A-Bear Workshop stores worldwide, including company-owned stores in the U.S., Puerto Rico, Canada, the United Kingdom and Ireland, and franchise stores in Europe, Asia, Australia, Africa, the Middle East, and Mexico. Founded in St. Louis in 1997, Build-A-Bear Workshop is the leader in interactive retail. Brands include make-your-own Major League Baseball® mascot in-stadium locations, and Build-A-Dino® stores. Build-A-Bear Workshop extends its in-store interactive experience online with its award winning virtual world Web site at Bearville.com™. The company was named to the FORTUNE 100 Best Companies to Work For® list for the third year in a row in 2011. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of $401.5 million in fiscal 2010. For more information, call 888.560.BEAR (2327) or visit the company's award-winning Web site at buildabear.com®.
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