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)
November 15, 2005 (November 10, 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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On November 10, 2005, Mr. Coleman Hollis Peterson was elected to the board
of directors of Build-A-Bear Workshop, Inc. (the "Company") by the board. Mr.
Peterson will serve as a Class I director and his term will expire at the 2008
annual meeting of stockholders of the Company.
There is no arrangement or understanding between Mr. Peterson and any other
person pursuant to which Mr. Peterson was elected as a director. Mr. Peterson
will serve as member and Chairman of the Compensation Committee and member of
the Nominating and Corporate Governance Committee.
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. Peterson
had, or will have, a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure.
On November 15, 2005, the Company issued a press release announcing the
election of Mr. Peterson 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
Exhibit Number Description of Exhibit
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99.1 Press Release dated November 15, 2005
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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: November 15, 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 November 15, 2005
4
Exhibit 99.1
Build-A-Bear Workshop, Inc. Names Coleman
H. Peterson to Board of Directors
ST. LOUIS--(BUSINESS WIRE)--Nov. 15, 2005--Build-A-Bear Workshop,
Inc. (NYSE: BBW), an interactive, entertainment retailer of customized
stuffed animals, today announced that Coleman Peterson was elected to
the Company's board of directors, effective immediately.
Peterson's election brings the number of directors on the
Build-A-Bear Workshop board to eight, six of whom, including Peterson,
are deemed independent by the Board under New York Stock Exchange
rules and other applicable regulations. Peterson will serve as
chairman of the board's compensation committee and as a member of the
nominating and corporate governance committee.
"Cole's extensive global retail experience and strong human
resource skills will be a significant asset to Build-A-Bear Workshop's
board of directors and to our fast growing global company," said
Maxine Clark, chairman and chief executive bear of Build-A-Bear
Workshop. "We are pleased to have someone with Cole's business
background and vision join our board. Cole is indeed one of the
premier human resource professionals in the retail industry."
Peterson, 57, retired in May 2004, after ten years with Wal-Mart
Stores, Inc., where he held the position of executive vice president
of human resources, a position that included developing policies that
cover that company's more than 1.6 million associates worldwide.
Prior to joining Wal-Mart, Peterson spent 16 years with The May
Department Stores Company serving as senior vice president human
resources at Venture Stores of St. Louis a division of the May Company
until 1990, when Venture was spun-off as a public company.
Peterson earned his Bachelor's degree, as well as a Master's
degree in industrial relations, from Loyola University in Chicago.
Peterson serves on the executive committee of the National
Association for the Advancement of Colored People (NAACP) and as
treasurer of the NAACP's special contribution fund. He holds
memberships in The Society for Human Resource Management, the National
Academy of Human Resources, and the National Council of La Raza. He
also serves on the board of directors of The ServiceMaster Company
(NYSE: SVM) of Chicago and J.B. Hunt Transport Service, Inc. (NASDAQ:
JBHT) of Lowell, Ark.
Peterson and his wife Shirley have two children Collin and Rana.
Build-A-Bear Workshop, Inc., is the only global company that
offers an interactive make-you-own-stuffed animal retail-entertainment
experience. Founded in St. Louis in 1997, the company currently
operates more than 200 stores in the United States and Canada. The
addition of stores in Europe, Asia and Australia make Build-A-Bear
Workshop the leader in the teddy bear business. In November 2004, the
company expanded the make-your-own concept from stuffed animals to
dolls with the opening of its first friends 2B made(R) stores, which
feature doll making. Build-A-Bear Workshop (NYSE: BBW) posted total
revenue of $302 million in fiscal 2004. For more information, call
888.560.BEAR (2327) or visit the company's award-winning Web sites at
www.buildabear.com and www.friends2bmade.com.
CONTACT: Build-A-Bear Workshop, Inc.
Investors:
Molly Salky, 314-423-8000 x5353
or
Media:
Jill Saunders, 314-423-8000 x5293