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 28, 2007
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 Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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 2.02. Results of Operations and Financial Condition.
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On June 28, 2007, Build-A-Bear Workshop, Inc. (the "Company") announced that
during the process of analysis and consideration of strategic alternatives, the
company will not provide any new earnings guidance, nor will the company update
or comment further upon the earnings guidance previously provided.
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.
The information furnished in contained or incorporated by reference into this
Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities and Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing. In addition, this report
(including Exhibit 99.1) shall not be deemed an admission as to the materiality
of any information contained herein that is required to be disclosed solely as a
requirement of this Item.
Item 8.01. Other Events.
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The press release issued on June 28, 2007 also announced the engagement by the
Company of Lehman Brothers to assist it and the Board of Directors in an
analysis and consideration of a broad range of potential strategic alternatives
to enhance shareholder value. The press release is attached to this Form 8-K as
Exhibit 99.1 and is incorporated by reference herein.
There is no assurance that the process will result in any changes to the
Company's current plans. The Company does not expect to disclose further
developments regarding the process until the review of strategic alternatives
has been completed.
Forward-looking Statements
The statements contained or incorporated by reference in this Form 8-K contain
"forward-looking statements" (within the meaning of the federal securities laws)
which represent the Company's expectations or beliefs with respect to future
events. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated. Those factors include, without limitation: we may be unable to
generate interest in and demand for our interactive retail experience, or to
identify and respond to consumer preferences in a timely fashion; our marketing
initiatives may not be effective in generating sufficient levels of brand
awareness and guest traffic; we may be unable to generate comparable store sales
growth; we may be unable to open new stores or may be unable to effectively
manage our growth; we may be unable to effectively manage our international
franchises or laws relating to those franchises may change; we may be unable to
realize some of the expected benefits of the acquisition of Amsbra and Bear
Factory including making these operations profitable; we do not know what the
outcome of the strategic alternatives evaluation process discussed above will
be; customer traffic may decrease in the shopping malls where we are located, on
which we depend to attract guests to our stores; general economic conditions may
2
deteriorate, which could lead to disproportionately reduced consumer demand for
our products, which represent relatively discretionary spending; our market
share could be adversely affected by a significant, or increased, number of
competitors; we may lose key personnel, be unable to hire qualified additional
personnel, or experience turnover of our management team; the ability of our
principal vendors to deliver merchandise may be disrupted; the availability and
costs of our products could be adversely affected by risks associated with
international manufacturing and trade; high petroleum products prices could
increase our inventory transportation costs and adversely affect our
profitability; we may be unable to realize the anticipated benefits from our
company-owned distribution center; fluctuations in our quarterly results of
operations could cause the price of our common stock to substantially decline;
we may fail to renew, register or otherwise protect our trademarks or other
intellectual property; we may have disputes with, or be sued by, third parties
for infringement or misappropriation of their proprietary rights; we may be
unable to renew or replace our store leases, or enter into leases for new stores
on favorable terms or in favorable locations, or may violate the terms of our
current leases; we may suffer negative publicity or be sued due to violations of
labor laws or unethical practices by manufacturers of our merchandise; and we
may improperly obtain or be unable to protect information from our guests in
violation of privacy or security laws or expectations. These and other
applicable risks, cautionary statements and factors that could cause actual
results to differ from the Company's forward-looking statements are included in
the Company's filings with the SEC, including as described in the Company's
annual report on Form 10-K for the fiscal year ended December 30, 2006. The
Company undertakes no obligation to update or revise any forward- looking
statements to reflect subsequent events or circumstances even if experience or
future changes make it clear that any projected results expressed or implied
therein will not be realized.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated June 28, 2007
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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: June 28, 2007 By: /s/ Tina Klocke
------------------------------------
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 June 28, 2007
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Exhibit 99.1
Build-A-Bear Workshop, Inc. Announces It is Evaluating Strategic
Alternatives for Enhancing Long-Term Shareholder Value
ST. LOUIS--(BUSINESS WIRE)--June 28, 2007--Build-A-Bear Workshop,
Inc. (NYSE: BBW), an interactive, entertainment retailer of customized
stuffed animals, announced today that the company has retained Lehman
Brothers to assist it and the board of directors in an analysis and
consideration of a broad range of potential strategic alternatives to
enhance long-term shareholder value.
"We believe that through our highly profitable business model and
unique retail-entertainment concept we will continue to grow total
revenues, increase net income, and generate excess cash flow", said
Maxine Clark, chairman and chief executive bear. "Our future success
and the drivers of our future growth will continue to be to implement
our strategy of expanding our North American store base to at least
350 stores, building our European store base to approximately 120
stores, growing our international franchising operations to
approximately 300 stores, developing and growing our existing
portfolio of new concepts and brand extensions, and investing in our
interactive website. That said, we also believe that we have an
obligation to shareholders to consider a broad range of potential
strategic alternatives that could further enhance shareholder value.
During this evaluation process, we will continue to remain focused on
business as usual for all operations of our company and on executing
our plans."
There is no assurance that this process will result in any changes
to the company's current business plans or lead to any specific action
or transaction. However, while the process is underway, the company
does not expect to disclose further developments regarding the process
until the Board's review of strategic alternatives has been completed.
Also, during the process, the company will not provide any new
earnings guidance, nor will the company update or comment further upon
the earnings guidance previously provided.
Build-A-Bear Workshop plans to release financial results for the
second quarter on Thursday, July 26, 2007, before the opening of
trading on the New York Stock Exchange.
About Build-A-Bear Workshop, Inc.
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 275 stores in the United States, Canada, the United
Kingdom and Ireland. 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) stores, where Guests can make their own doll
friends. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of
$437 million in fiscal 2006. 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.
Forward-Looking Statements
This press release contains "forward-looking statements" (within
the meaning of the federal securities laws) which represent the
Build-A-Bear Workshop's expectations or beliefs with respect to future
events. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially
from those anticipated. Those factors include, without limitation: we
may be unable to generate interest in and demand for our interactive
retail experience, or to identify and respond to consumer preferences
in a timely fashion; our marketing initiatives may not be effective in
generating sufficient levels of brand awareness and guest traffic; we
may be unable to generate comparable store sales growth; we may be
unable to open new stores or may be unable to effectively manage our
growth; we may be unable to effectively manage our international
franchises or laws relating to those franchises may change; we may be
unable to realize some of the expected benefits of the acquisition of
Amsbra and Bear Factory including making these operations profitable;
we do not know what the outcome of the strategic alternatives
evaluation process discussed above will be; customer traffic may
decrease in the shopping malls where we are located, on which we
depend to attract guests to our stores; general economic conditions
may deteriorate, which could lead to disproportionately reduced
consumer demand for our products, which represent relatively
discretionary spending; our market share could be adversely affected
by a significant, or increased, number of competitors; we may lose key
personnel, be unable to hire qualified additional personnel, or
experience turnover of our management team; the ability of our
principal vendors to deliver merchandise may be disrupted; the
availability and costs of our products could be adversely affected by
risks associated with international manufacturing and trade; high
petroleum products prices could increase our inventory transportation
costs and adversely affect our profitability; we may be unable to
realize the anticipated benefits from our company-owned distribution
center; fluctuations in our quarterly results of operations could
cause the price of our common stock to substantially decline; we may
fail to renew, register or otherwise protect our trademarks or other
intellectual property; we may have disputes with, or be sued by, third
parties for infringement or misappropriation of their proprietary
rights; we may be unable to renew or replace our store leases, or
enter into leases for new stores on favorable terms or in favorable
locations, or may violate the terms of our current leases; we may
suffer negative publicity or be sued due to violations of labor laws
or unethical practices by manufacturers of our merchandise; and we may
improperly obtain or be unable to protect information from our guests
in violation of privacy or security laws or expectations. These and
other applicable risks, cautionary statements and factors that could
cause actual results to differ from the Company's forward-looking
statements are included in the Company's filings with the SEC,
including as described in the Company's annual report on Form 10-K for
the fiscal year ended December 30, 2006. The Company undertakes no
obligation to update or revise any forward- looking statements to
reflect subsequent events or circumstances even if experience or
future changes make it clear that any projected results expressed or
implied therein will not be realized.
CONTACT: Build-A-Bear Workshop, Inc.
Investors Contact:
Molly Salky, 314-423-8000, ext. 5353
or
Media Contact:
Jill Saunders, 314-423-8000, ext. 5293