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 18, 2004 (November 17, 2004) 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. - ---------------------------------- Louis M. Mucci was elected to the board of directors of Build-A-Bear Workshop, Inc. (the "Company") by the board, effective November 17, 2004. Mr. Mucci will serve as a Class I director and his term will expire at the 2005 annual meeting of stockholders of the Company. There is no arrangement or understanding between Mr. Mucci and any other person pursuant to which Mr. Mucci was elected as a director. Mr. Mucci will serve as the chairman of the board's Audit Committee and as a member of the board's 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. Mucci had, or will have, a direct or indirect material interest. Item 7.01 Regulation FD Disclosure. - ----------------------------------- On November 17, 2004, Build-A-Bear Workshop, Inc. (the "Company") issued a press release announcing the election of Mr. Mucci 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 November 17, 2004
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 18, 2004 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 November 17, 2004
Exhibit 99.1 Build-A-Bear Workshop, Inc. Names Louis M. Mucci to Board Of Directors ST. LOUIS--(BUSINESS WIRE)--November 17, 2004--Build-A-Bear Workshop, Inc. (NYSE:BBW), an interactive, entertainment retailer of customized stuffed animals, today announced that Louis M. Mucci was elected to the company's board of directors effective immediately. Mucci's election brings the number of directors on the Build-A-Bear Workshop board to six, five of whom, including Mucci, are independent directors. Mucci will serve on the board's audit committee as the committee chairman and will be the committee's designated financial expert. He will also serve on the board's nominating and corporate governance committee. "Lou brings an ideal blend of experience and knowledge to Build-A-Bear Workshop," said Maxine Clark, chairman and chief executive bear of Build-A-Bear Workshop. "Lou has worked with dozens of new public companies in the retail, entertainment and restaurant industries, helping them mature and advance. His financial, corporate governance and public reporting expertise will benefit us greatly. We look forward to working with Lou as we continue to grow and improve our business." Lou Mucci currently holds the position of acting chief financial officer at BJ's Restaurants, Inc., a public company, and serves on that company's board of directors. He retired from PricewaterhouseCoopers LLP in June 2001 after 25 years as a partner with the firm. His most recent position at PricewaterhouseCoopers was Chairman of the West Coast Retail Group. In this role he served on the firm's National Retail Executive Committee. Lou Mucci holds a BS degree from California State University, Los Angeles, where he received the Distinguished Alumni Award from the Accounting Department and the School of Business Economics. Mucci is a member of the American Institute of Certified Public Accountants, the California State Society of Certified Public Accountants and the Retail Executive Forum. About Build-A-Bear Workshop, Inc. Build-A-Bear Workshop is the leading and only national, company providing a "make your own stuffed animal" interactive retail-entertainment experience. As of November 5, 2004, the company operated 170 stores in 40 states and Canada and had ten franchised stores internationally, all under the Build-A-Bear Workshop brand. Build-A-Bear Workshop is headquartered in St. Louis, Missouri. For more information about our company and its products call (888) 560-BEAR (2327). CONTACT: Build-A-Bear Workshop, Inc., St. Louis Investors and Analysts: Molly Salky, 314.423.8000 x5353 invest@buildabear.com or Media: Jill Saunders, 314.423.8000 x5293 jills@buildabear.com