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 7, 2005

                           Build-A-Bear Workshop, Inc.
                -------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                    001-32320                  43-1883836
- --------------------------      -------------------      -----------------------
    (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
                   ------------------------------------------
              (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. - -------------------------------------------------------- On July 7, 2005, Build-A-Bear Workshop, Inc. issued a press release announcing, among other things, net retail sales and comparable store sales for the second quarter of fiscal 2005. The press release also included expected net income and diluted earnings per share for the second quarter of fiscal 2005 and for the full year 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. Item 9.01 Financial Statements and Exhibits. - -------------------------------------------- (c) Exhibits Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release dated July 7, 2005

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. (Registrant) Date: July 7, 2005 By: /s/ Tina Klocke ----------------------------------- Name: Tina Klocke Title: Chief Financial Bear, Secretary and Treasurer

EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release dated July 7, 2005

                                                                    Exhibit 99.1

  Build-A-Bear Workshop, Inc. Reports 2005 Second Quarter Sales and
                      Confirms Earnings Guidance

    ST. LOUIS--(BUSINESS WIRE)--July 7, 2005--Build-A-Bear Workshop,
Inc. (NYSE:BBW):

    --  Second quarter preliminary net retail sales increased 11.1% to
        $73.3 million -- comp store sales decline of 6.9% is in-line
        with company expectations.

    --  Company says second quarter earnings guidance remains $0.12 to
        $0.14 per diluted share and includes approximately $0.04 per
        diluted share for flagship store preopening costs.

    --  Full-year earnings guidance remains $1.24 to $1.30 per diluted
        share. Guidance includes approximately $0.06 per diluted share
        for flagship store preopening costs.

    Build-A-Bear Workshop, Inc. (NYSE:BBW), an interactive,
entertainment retailer of customized stuffed animals, today announced
preliminary net retail sales and comparable store sales for the fiscal
2005 second quarter ended July 2, and confirmed earnings guidance for
the second quarter and full year.
    For the fiscal 2005 second quarter (13 weeks ended July 2, 2005)
preliminary net retail sales increased 11.1% to $73.3 million compared
to $65.9 million in the year ago second quarter (13 weeks ended July
3, 2004). Comparable store sales for the 2005 second quarter declined
6.9%.
    "We are confident in our business outlook," said Chairman and
Chief Executive Bear, Maxine Clark. "Our full-year net income growth
reflects our expectation of strong performance from new stores and our
highly profitable four-wall store business model. Longer term, we are
excited about the potential of our new initiatives, including our
international franchises, brand licensing, non-mall based stores and
friends 2B made store concept. Tomorrow we will officially open the
largest Build-A-Bear Workshop store in the world in New York City and
expect profitable performance from this important flagship store."
    The Company said that it remains comfortable with both the second
quarter and full-year earnings guidance it provided on June 3, 2005.
The Company continues to expect fiscal 2005 second quarter net income
in the range of $2.5 million to $2.9 million, or diluted earnings per
share (EPS) in the range of $0.12 to $0.14 on approximately 20.3
million diluted shares outstanding, and full year net income in the
range of $25.1 million to $26.3 million, or $1.24 to $1.30 per diluted
share on approximately 20.3 million diluted shares outstanding.
Comparable store sales growth for the full year is expected to be
flat.
    Expectations for the 2005 year reflect net income growth of 26% to
32% compared to fiscal 2004 and include New York City flagship store
preopening costs of approximately $1.9 million pre tax or $0.06 per
diluted share. In fiscal 2004, the Company reported net income of
$20.0 million, or diluted EPS of $1.07 on 18.6 million diluted shares
outstanding.
    In the second quarter of fiscal 2004, the Company reported net
income of $4.9 million, or diluted EPS of $0.27 on 18.0 million
diluted shares outstanding. Whereas last year, the Easter holiday was
included in the second quarter, it was included in the first quarter
in the current fiscal year. In addition, expected results for the
second quarter include flagship store preopening costs of
approximately $1.3 million pre tax or $0.04 per diluted share.
    During the 2005 second quarter, the company opened 13 new
Build-A-Bear Workshop (BABW) retail stores in the United States and
Canada, as planned, compared with opening seven new BABW stores during
the 2004 second quarter. These new stores bring the total number of
BABW stores to 179 in the United States and 7 in Canada. During the
quarter international franchisees opened four new international
stores; international stores totaled 16 at the end of the second
quarter.
    On July 8, the Company will officially open, as scheduled, its New
York City flagship store.
    Build-A-Bear Workshop expects to open 30 new BABW stores in the
United States and Canada, in fiscal 2005. Plans also include opening
three new friends 2B made stores. International franchisees expect to
open 20 to 25 new stores in fiscal 2005.
    The company will announce its fiscal 2005 second quarter financial
results on Thursday, July 28, 2005 prior to the opening of trading on
the New York Stock Exchange. The company will host a conference call
with the investment community to discuss the second quarter results at
10:00 a.m. EDT on July 28, 2005. A live audio webcast of the
discussion with the investment community can be accessed at
http://ir.buildabear.com. Following the live discussion, a replay of
the webcast will be available until the next quarterly conference
call.

    About Build-A-Bear Workshop, Inc.

    Build-A-Bear Workshop, Inc. (NYSE:BBW), with fiscal 2004 total
revenue of $302 million, is the only national company that offers
Guests an interactive make-your-own-stuffed animal
retail-entertainment experience. The first store opened in St. Louis
in 1997; at the end of 2004 the company operated 170 stores in 40
states and Canada. With the opening of its store in Sheffield,
England, in the fall of 2003 and the addition of international stores
in Japan, Denmark, Australia, France and South Korea, Build-A-Bear
Workshop(R) has become the global leader in the teddy bear business.
In November 2004, the company opened two friends 2B made(R) stores,
the newest concept based on the doll-making experience. For more
information about the company and its products, call 888.560.BEAR
(2327) or visit the company's award-winning Web site at
www.buildabear.com.

    Forward-Looking Statements

    Statements in this news release expressing or indicating the
beliefs and expectations of management regarding future performance
are forward-looking statements including, without limitation, expected
diluted earnings per share in the fiscal 2005 second quarter and full
year, as well as any other plans, objectives, expectations and
intentions contained in this release that are not historical facts.
These statements reflect our current views with respect to future
events and are based on assumptions and subject to risks and
uncertainties. These risks and uncertainties include, without
limitation, those detailed in our 2004 annual report on Form 10-K
filed with the SEC on March 29, 2005, under the caption "Risk Factors"
and the following: (1) we may be unable to generate comparable store
sales growth; (2) our marketing initiatives may not be effective in
generating sufficient levels of brand awareness and guest traffic; (3)
we may be unable open new stores to effectively manage our growth; (4)
we may be unable to effectively manage our international franchises or
laws relating to those franchises may change; (5) we may be unable to
generate interest in and demand for our interactive retail experience,
or to identify and respond to consumer preferences in a timely
fashion; (6) customer traffic may decrease in the shopping malls where
we are located, on which we depend to attract guests to our stores;
(7) general economic conditions may deteriorate, which could lead to
reduced consumer demand for our products; (8) our market share could
be adversely affected by a significant number of competitors; (9) we
may lose key personnel, be unable to hire qualified additional
personnel, or experience turnover of our management team; (10) the
ability of our principal vendors to deliver merchandise may be
disrupted; (11) the availability and costs of our products could be
adversely affected by risks associated with international
manufacturing and trade; (12) third parties that manage our
warehousing and distribution functions may perform poorly; (13) we may
fail to renew, register or otherwise protect our trademarks or other
intellectual property; (14) we may have disputes with, or be sued by,
third parties for infringement or misappropriation of their
proprietary rights; (15) we may be unable to renew or replace our
store leases, or enter into leases for new stores on favorable terms,
or may violate the terms of our current leases; (16) we may experience
failures in our communications or information systems; (17) terrorism
or the uncertainty of future terrorist attacks or war could reduce
consumer confidence and mall traffic; (18) we may become subject to
challenges relating to overtime pay or other regulations relating to
our employees; (19) we may suffer negative publicity or be sued due to
violations of labor laws or unethical practices by manufacturers of
our merchandise, and (20) we may improperly obtain or be unable to
protect information from our guests in violation of privacy or
security laws or expectations.
    These risks, uncertainties and other factors may adversely affect
our business, growth, financial condition or profitability, or subject
us to potential liability, and cause our actual results, performance
or achievements to be materially different from those expressed or
implied by our forward-looking statements. We do not undertake any
obligation or plan to update these forward-looking statements, even
though our situation may change.

    CONTACT: Build-A-Bear Workshop, Inc.
             Investors:
             Molly Salky, 314-423-8000 x5353
             or
             Media:
             Jill Saunders, 314-423-8000 x5293