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 27, 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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On July 27, 2005, Barry Erdos was elected to the board of directors of
Build-A-Bear Workshop, Inc. (the "Company") by the board, effective July 27,
2005. Mr. Erdos has served as the President and Chief Operating Officer Bear of
the Company since April 2004. Mr. Erdos will serve as a Class III director and
his term will expire at the 2007 annual meeting of stockholders of the Company.
There is no arrangement or understanding between Mr. Erdos and any other
person pursuant to which Mr. Erdos was elected as a director. Mr. Erdos is not
expected to serve as a member of any committee of the 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 $60,000 and in which Mr. Erdos
had, or will have, a direct or indirect material interest.
Item 7.01 Regulation FD Disclosure.
On July 27, 2005, the Company issued a press release announcing the
election of Mr. Erdos 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.
(c) Exhibits
Exhibit Number Description of Exhibit
- -------------- ----------------------
99.1 Press Release dated July 27, 2005
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.
BUILD-A-BEAR WORKSHOP, INC.
Date: July 27, 2005 By: /s/ Tina Klocke
------------------------------------------
Name: Tina Klocke
Title: Chief Financial Bear, Secretary and
Treasurer
3
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99.1 Press Release dated July 27, 2005
4
Exhibit 99.1
Barry Erdos Elected to Build-A-Bear Workshop, Inc. Board of Directors
ST. LOUIS--(BUSINESS WIRE)--July 27, 2005--Build-A-Bear
Workshop(R) (NYSE:BBW) today announced that President and Chief
Operating Officer Bear Barry Erdos has been elected to the company's
Board of Directors.
"Barry has made significant strategic and operational
contributions since joining the company last year and during our
initial public offering," said Chairman and Chief Executive Bear,
Maxine Clark. "His contributions have enhanced our positioning for
future growth and success, and we are delighted that he will serve the
company in his capacity of Director. We are also actively working with
outside advisors to identify additional qualified independent
directors for our Board."
Mr. Erdos' appointment brings the number of company Directors to
seven, of which five are characterized as independent according to New
York Stock Exchange guidelines.
Erdos has more than 34 years of retailing experience, most
specifically in finance and operations. Before joining Build-A-Bear
Workshop in April 2004, he served as Chief Operating Officer and a
director of Ann Taylor Stores Corporation and Ann Taylor Inc., from
November 2001 to April 2004. Mr. Erdos was Executive Vice President,
Chief Financial Officer and Treasurer of Ann Taylor Stores Corporation
and Ann Taylor Inc. from 1999 to 2001. Prior to joining Ann Taylor, he
served as Chief Operating Officer of J. Crew Group, Inc. a specialty
retailer of apparel, shoes and accessories, from 1998 to 1999. From
1988 to 1998, Mr. Erdos held various positions at Limited Brands
including Corporate Vice President and Controller, and Executive Vice
President of their Lane Bryant, Express and Henri Bendel divisions.
Mr. Erdos currently serves as a member of the board and chairman of
the audit committee of Bluefly, Inc.
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; the company currently operates over 190 stores in the United
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, South Korea and France, Build-A-Bear
Workshop 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.
CONTACT: Build-A-Bear Workshop, St. Louis
Investors:
Molly Salky, 314-423-8000 Ext. 5353
or
Media:
Jill Saunders, 314-423-8000 Ext. 5293