Current Report Filing (8-k)
September 14 2017 - 7:01AM
Edgar (US Regulatory)
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):
September
12, 2017
Build-A-Bear Workshop, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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001-32320
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43-1883836
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1954 Innerbelt Business Center Drive
St. Louis, Missouri
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63114
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
⃞
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
⃞
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Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(d) On September 12, 2017, Ms. Anne Parducci was elected to the
board of directors (the “Board”) of Build-A-Bear Workshop, Inc. (the
“Company”) by the Board. Ms. Parducci will serve as a Class III
director and her term will expire at the 2019 annual meeting of
stockholders of the Company.
There is no arrangement or understanding between Ms. Parducci and any
other person pursuant to which Ms. Parducci was elected as a
director. Ms. Parducci was determined to be independent by the Board
and will serve as member of the Board’s Compensation and Development
Committee Audit Committee and as a member of the Board’s Nominating and
Corporate Governance Committee.
In addition, in connection with their election to the Board and in
accordance with the Company’s non-employee director compensation
policies, the Compensation and Development Committee approved an award
to Ms. Parducci of 5,918 shares of restricted stock under the Company's
2017 Omnibus Incentive Plan. Pursuant to her restricted stock award
agreement, the shares will vest May 11, 2018, subject to her continued
service on the Board. Her ongoing annual compensation will be
consistent with that provided to the Company’s other non-employee
directors, as described in the Company’s most recent proxy statement
filed with the Securities and Exchange Commission (the “SEC”).
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 $120,000 and in
which Ms. Parducci had, or will have, a direct or indirect material
interest.
As previously announced, on August 25, 2017, Braden M. Leonard gave
notice to the Board of his decision to resign from the Board, effective
upon the appointment of a successor director. Mr. Leonard’s resignation
is not due to any disagreements with the Company. In conjunction with
the appointment of Ms. Parducci, the Board accepted Mr. Leonard’s
resignation effective September 12, 2017.
On September 14, 2017, the Company issued a press release announcing the
election of Ms. Parducci to the Board and the engagement of Russell
Reynolds Associates to assist with a search for another new director, a
copy of which is filed as Exhibit 99.1 to this Current Report on Form
8-K.
Forward-Looking Statements
This Form 8-K contains certain statements that are, or may be considered
to be, “forward-looking statements” for the purpose of federal
securities laws, including, but not limited to, statements that reflect
our current views with respect to future events and financial
performance. We generally identify these statements by words or phrases
such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “intend,” “predict,” “future,” “potential” or
“continue,” the negative or any derivative of these terms and other
comparable terminology. All of the information concerning the timing of
the Company’s search for a new director, as well as our assumptions
underlying such information, constitute forward-looking
information. These statements are based only on our current
expectations and projections about future events. All of our
forward-looking statements are as of the date of this Form 8-K only and
we can give no assurance that such expectations or forward-looking
statements will prove to be correct. Except as required by law, the
Company does not undertake to publicly update or revise its
forward-looking statements, whether as a result of new information,
future events or otherwise.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description of Exhibit
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99.1
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Press release dated as of September 14, 2017.
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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.
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BUILD-A-BEAR WORKSHOP, INC.
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Date:
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September 14, 2017
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By:
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/s/ Eric Fencl
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Name:
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Eric Fencl
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Title:
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Chief Administrative Officer,
General Counsel and Secretary
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EXHIBIT INDEX
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