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) June 19, 2007
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 1.01. Entry Into a Material Definitive Agreement.
- ------------------------------------------------------------
On June 19, 2007, Build-A-Bear Workshop, Inc. (the "Company"), most of its
domestic subsidiaries and one U.K. subsidiary (collectively with the Company,
the "Borrower") and one Canadian subsidiary entered into a Sixth Amendment to
Loan Documents (the "Credit Agreement Amendment") with U.S. Bank National
Association ("U.S. Bank"), which amends the Company's Third Amended and Restated
Loan Agreement (as previously amended, the "Credit Agreement") with U.S. Bank.
The Credit Agreement Amendment extends the maturity date for all loans under the
Credit Agreement from September 30, 2007 to September 30, 2008. Otherwise, the
Credit Agreement Amendment carries forward the terms of the Credit Agreement,
which are described in the Company's Form 10-K for the 2006 fiscal year.
Relationship to U.S. Bank
The Company has or may have had customary banking relationships with U.S. Bank
based on the provision of a variety of financial services, including lending,
commercial banking and other advisory services.
The foregoing description of the Credit Agreement Amendment is only a summary of
certain terms and conditions of this document and is qualified in its entirety
by reference to the Credit Agreement Amendment, which has been filed as Exhibit
10.1 hereto and which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
- ---------------------------------------------------
(d) Exhibits
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.1 Sixth Amendment to Loan Documents between Build-A-Bear
Workshop, Inc., Build-A-Bear Workshop Franchise Holdings,
Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail
Management, Inc., and Build-A- Bear Workshop UK Holdings Ltd.,
as borrowers, Build-A-Bear Workshop Canada, Ltd., as
guarantor, and U.S. Bank National Association, as lender,
entered into on and effective as of on June 19, 2007
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: June 20, 2007 By: /s/ Tina Klocke
-----------------------------------------
Name: Tina Klocke
Title: Chief Financial Bear, Secretary and
Treasurer
3
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.1 Sixth Amendment to Loan Documents between Build-A-Bear
Workshop, Inc., Build-A-Bear Workshop Franchise Holdings,
Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail
Management, Inc., and Build-A- Bear Workshop UK Holdings Ltd.,
as borrowers, Build-A-Bear Workshop Canada, Ltd., as
guarantor, and U.S. Bank National Association, as lender,
entered into on and effective as of on June 19, 2007
4
Exhibit 10.1
SIXTH AMENDMENT TO LOAN DOCUMENTS
---------------------------------
BUILD-A-BEAR WORKSHOP, INC. ("BABWI"), successor by merger to BUILD-A-BEAR
WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("BABWF"),
BUILD-A-BEAR ENTERTAINMENT, LLC ("BABE"), and BUILD-A-BEAR RETAIL MANAGEMENT,
INC. ("BABRM"), and BUILD-A-BEAR WORKSHOP UK LTD. ("BABWUK"), jointly and
severally (individually and collectively, the "Borrower"), BUILD-A-BEAR WORKSHOP
CANADA, LTD. ("BABWC") and U.S. BANK NATIONAL ASSOCIATION, formerly known as
FIRSTAR BANK, NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective
as of June 19, 2007 (the "Effective Date"):
1. Recitals.
--------
1.1 Lender and Build-A-Bear Workshop, LLC entered into a Loan
Agreement and related loan and security documents dated as
of March 1, 2000 pursuant to which the Lender extended a
revolving credit facility to the Borrower (the "Loan").
1.2 Lender, Build-A-Bear Workshop, LLC and Build-A-Bear
Workshop, Inc. entered into an assumption and amendment
agreement dated as of April 3, 2000, whereby Build-A-Bear
Workshop, Inc. assumed all of the obligations of its
predecessor in interest, Build-A-Bear Workshop, LLC.
1.3 Lender and Borrower amended the terms of the Loan by the
First Amended and Restated Loan Agreement and related loan
and security documents dated as of June 1, 2001 (the "First
Loan Agreement").
1.4 Lender and Borrower amended and restated the First Loan
Agreement by the Second Amended and Restated Loan Agreement
dated as of February 13, 2002 (the "Second Loan Agreement")
and Borrower delivered to Lender in connection therewith the
First Amended and Restated Revolving Credit Note and the
First Amended and Restated Security Agreement.
1.5 Lender and Borrower amended the Second Loan Agreement and
related Loan Documents pursuant to the First Amendment to
Loan Documents effective as of May 30, 2003 to add
additional borrowers to the Loan Documents, to revise
certain financial covenants in the Loan Documents, and to
add BABWC as a guarantor of the obligations under the Loan
Documents.
1.6 Lender and Borrower amended the Loan Documents pursuant to
the Second Amendment to Loan Documents effective as of
December 31, 2003 to add an additional borrower.
1.7 Lender and Borrower amended the Loan Documents pursuant to
the Third Amendment to Loan Documents effective as of May
31, 2004.
1.8 Lender and Borrower amended the Loan Documents pursuant to
the Fourth Amendment to Loan Documents to change the name of
BABWC.
1.9 Lender and Borrower amended and restated the Second Loan
Agreement by the Third Amended and Restated Loan Agreement
dated as of May 31, 2005 (the "Loan Agreement") and Borrower
delivered to Lender in connection therewith the Second
Amended and Restated Revolving Credit Note (the "Prior
Note").
1.10 Lender and Borrower amended the Loan Documents pursuant to
the Fifth Amendment to Loan Documents effective as of June
30, 2006 to add BABWUK as a Borrower and to change certain
other terms and covenants in the Loan Documents. The Prior
Note was also simultaneously amended and restated by the
Third Amended and Restated Revolving Credit Note (the
"Revolving Credit Note"). The Revolving Credit Note, Loan
Agreement, Guarantee of BABWC, and all other loan and
security documents executed in connection with the Loan from
time to time are referred to herein as the "Loan Documents".
1.11 Lender and Borrower intend to amend the Loan Documents by
this Sixth Amendment to Loan Documents.
1.12 Capitalized terms used herein and not otherwise defined will
have the meanings given such terms in the Loan Agreement.
2. Amendment.
---------
2.1 Section 3.2 of the Revolving Credit Note is hereby deleted
and replaced with the following:
3.2 The entire outstanding principal balance of all Prime
Rate Loans, all LIBOR Rate Loans, all accrued and
unpaid interest thereon, and all other amounts due
under the Loan Documents will be due and payable in
full on September 30, 2008 (the "Maturity Date").
3. General.
-------
3.1 Except as expressly modified herein, the Loan Documents, as
amended, are and remain in full force and effect. Nothing
contained herein will be construed as waiving any Default or
Event of Default under the Loan Documents or will affect or
impair any right, power or remedy of Lender under or with
respect to the Loan Documents, as amended, or any agreement
or instrument guaranteeing, securing or otherwise relating
to any of the Advances.
3.2 Borrower represents and warrants to Lender that: (a) this
Amendment and the documents to be executed by Borrower in
connection with this Amendment have been duly authorized,
executed and delivered by Borrower; (b) each has full power
and authority to enter into this Amendment; and (c) this
Amendment and the documents executed by Borrower in
connection with this Amendment constitute the legal, valid
and binding obligations of Borrower enforceable in
accordance with their respective terms except as such
enforceability may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws in
effect from time to time affecting the rights of creditors
2
generally and except as such enforceability may be subject
to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in law or in
equity).
3.3 All representations and warranties made by Borrower herein
will survive the execution and delivery of this Amendment.
3.4 This Amendment will be binding upon and inure to the benefit
of Borrower and Lender and their respective successors and
assigns.
3.5 Borrower will pay attorneys' fees and expenses of Lender
incurred in connection with this Amendment and related
documentation. Such fees, expenses may be charged to
Borrower by Lender as a Revolving Advance.
3.6 This Amendment will in all respects be governed and
construed in accordance with the laws of the State of Ohio.
3.7 A copy of this Amendment may be attached to the Note as an
allonge.
3.8 This Amendment and the documents and instruments to be
executed hereunder constitute the entire agreement among the
parties with respect to the subject matter hereof and shall
not be amended, modified or terminated except by a writing
signed by the party to be charged therewith.
3.9 Borrower agrees to execute such other instruments and
documents and provide Lender with such further assurances as
Lender may reasonably request to more fully carry out the
intent of this Amendment.
3.10 This Amendment may be executed in a number of identical
counterparts. If so, each such counterpart shall
collectively constitute one agreement. Any signature
delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.
3.11 No provision of this Amendment is intended or shall be
construed to be for the benefit of any third party.
Executed as of the Effective Date.
SIGNATURE PAGE FOLLOWS
3
SIGNATURE PAGE TO SIXTH AMENDMENT TO LOAN DOCUMENTS
U.S. BANK NATIONAL ASSOCIATION
Lender
By: /s/ Charles Thomas II
--------------------------------------------
Print Name: Charles Thomas II
Title: Vice President, US Bank
BUILD-A-BEAR WORKSHOP, INC.,
BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC.,
BUILD-A-BEAR RETAIL MANAGEMENT, INC.
BUILD-A-BEAR WORKSHOP UK LTD.
Borrowers
By: /s/ Tina Klocke
--------------------------------------------
Print Name: Tina Klocke
Title: Chief Financial Bear
BUILD-A-BEAR ENTERTAINMENT, LLC,
By: Build-A-Bear Retail Management, Inc.,
Sole Member
Borrower
By: /s/ Tina Klocke
--------------------------------------------
Print Name: Tina Klocke
Title: Chief Financial Bear
BUILD-A-BEAR WORKSHOP CANADA, LTD.
Guarantor
By: /s/ Tina Klocke
--------------------------------------------
Print Name: Tina Klocke
Title: Chief Financial Bear
4