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) February 28, 2006
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 February 28, 2006, Ms. Joan Ryan was elected to the board of directors
of Build-A-Bear Workshop, Inc. (the "Company") by the board. Ms. Ryan will serve
as a Class III director and her term will expire at the 2007 annual meeting of
stockholders of the Company.
There is no arrangement or understanding between Ms. Ryan and any other
person pursuant to which Ms. Ryan was elected as a director. Ms. Ryan will serve
as a member of the board's Audit Committee and 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 Ms. Ryan had,
or will have, a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure.
On February 28, 2006, the Company issued a press release announcing the
election of Ms. Ryan 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
- -------------- ----------------------
99.1 Press Release dated February 28, 2006
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: February 28, 2006 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 February 28, 2006
4
Exhibit 99.1
Build-A-Bear Workshop, Inc. Names Joan E. Ryan to Board Of Directors
ST. LOUIS--(BUSINESS WIRE)--Feb. 28, 2006--Build-A-Bear Workshop,
Inc. (NYSE: BBW), an interactive, entertainment retailer of customized
stuffed animals, today announced that Joan Ryan, who recently retired
as senior vice president of Walt Disney Theme Parks and Resorts, has
been elected to the Company's board of directors, effective
immediately.
Ryan's election brings the number of directors on the Build-A-Bear
Workshop board to nine, seven of whom, including Ryan, are deemed
independent by the Board under New York Stock Exchange rules and other
applicable regulations. Ryan will serve on the board's audit committee
and nominating and corporate governance committee.
"We are thrilled to have Joan join our Board of Directors," said
Build-A-Bear Workshop Chairman and Chief Executive Bear, Maxine Clark.
"Her extensive retail and product development experience as well as
her long tenure with the premier retail entertainment company in the
world are the perfect complement to our Board of Directors."
Ryan, 60, was a senior executive for 12 years with Walt Disney
Theme Parks and Resorts. In that position, Ms. Ryan managed Disney's
retail businesses including merchandise, food and beverage, and photo
imaging at Walt Disney World(R) resort. Prior to that position, she
was senior vice president of merchandise for the Walt Disney World(R)
resort. Her areas of responsibility included Disneyland(R) Resort, as
well as Disney's international theme parks and resorts.
Prior to joining Disney, Ryan spent over 30 years at various
specialty retailers with responsibility for store operations and
merchandising. From 1989 to 1992, Ryan was executive vice president of
merchandising at Ann Taylor Stores Corporation. Ryan also held
positions at Lord & Taylor (a division of Federated Departments
Stores, Inc.) for nine years, and Dayton Hudson Corporation (Target
Corporation) for 13 years.
Ryan earned her Bachelor's degree from Michigan State University.
Ryan is a member of the Fashion Group International(R), Inc., and
the Inforum/Women's Economic Club of Michigan. Ryan and her husband
Tom reside in Bloomfield, Michigan and Naples, Florida.
Build-A-Bear Workshop, Inc. is the only global company that offers
an interactive make-your-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 franchise stores in Europe, Asia and Australia make
Build-A-Bear Workshop the leader in interactive retail. 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), in
which Guests can make their own dolls. Build-A-Bear Workshop (NYSE:
BBW) posted total revenue of $362 million in fiscal 2005. 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