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) (January 26, 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 ------------------
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(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.
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Mary Lou Fiala was elected to the board of directors of Build-A-Bear
Workshop, Inc. (the "Company") by the board, effective January 26, 2005. Ms.
Fiala will serve as a Class I director and her term will expire at the 2005
annual meeting of stockholders of the Company.
There is no arrangement or understanding between Ms. Fiala and any other
person pursuant to which Ms. Fiala was elected as a director. Ms. Fiala will
serve as a member of the board's Compensation 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. Fiala
had, or will have, a direct or indirect material interest.
Item 7.01 Regulation FD Disclosure.
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On January 26, 2005, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing the election of Ms. Fiala 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.
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(c) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated January 26, 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.
Date: January 26, 2005 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear, Secretary and
Treasurer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated January 26, 2005.
Exhibit 99.1
Build-A-Bear Workshop, Inc. Names Mary Lou Fiala to Board of Directors
ST. LOUIS--(BUSINESS WIRE)--Jan. 26, 2005--Build-A-Bear Workshop,
Inc. (NYSE:BBW), an interactive, entertainment retailer of customized
stuffed animals, today announced that Mary Lou Fiala, 53, was elected
to the company's board of directors, effective immediately.
Fiala's election brings the number of directors on the
Build-A-Bear Workshop board to seven, six of whom, including Fiala,
are independent directors. Fiala will serve on the board's
compensation committee.
"We are thrilled to have Mary Lou join the Build-A-Bear Workshop
family," said Maxine Clark, chairman and chief executive bear of
Build-A-Bear Workshop. "Mary Lou is a savvy and sophisticated veteran
of the retail industry. She brings a wealth of know-how and experience
to our board and our management team. I know Mary Lou will make
value-added contributions to our company as we continue to build on
the success of our brand franchise, our store economic model and our
numerous growth opportunities."
Mary Lou Fiala is president and chief operating officer of Regency
Centers Corporation, a national owner, operator and developer of
grocery anchored neighborhood retail centers. Prior to her current
position, Fiala was managing director--U.S. Realty Strategic Group at
Security Capital (1997 - 1999), senior vice president and director of
stores, New England for Macy's East/Federated Department Stores (1994
- - 1997), and from 1976 to 1994 held various merchandising and store
operations positions with Macy's/Federated Department Stores and Henri
Bendel.
Mary Lou Fiala holds a BS degree in retailing from Miami
University in Oxford, Ohio. Fiala has served on the board of directors
of Regency Centers Corporation since 1997 and is a member of the board
of trustees of the International Council of Shopping Centers. Fiala
also serves as a national trustee of the Boys & Girls Clubs of America
and on the board of trustees for the University of North Florida
Foundation.
About Build-A-Bear Workshop, Inc.
Build-A-Bear Workshop, Inc. (NYSE: BBW) is the leading and only
national, company providing a make-your-own stuffed animal interactive
entertainment retail experience. The first store opened in St. Louis
in 1997 and as of January 2005 the company operated 170 stores in 40
states and Canada. With the opening of its international store in
Sheffield, England in the fall of 2003, the addition of international
stores in Japan, Denmark and Australia in 2004, Build-A-Bear Workshop
has become the global leader in the teddy bear business. In November
2004, the company also opened two friends 2B made(R) stores, the
newest concept launch from Build-A-Bear Workshop. For more information
about the company and its products call (888) 560-BEAR (2327) or visit
the company's award-winning website at www.buildabear.com.
CONTACT: Build-A-Bear Workshop, Inc.
Investors and Analysts:
Molly Salky, 314-423-8000 ext. 5353
invest@buildabear.com
or
Media:
Jill Saunders, 314-423-8000 ext. 5293
jills@buildabear.com