SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 7, 2003
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BARNES & NOBLE, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 1-12302 06-1196501
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(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
122 Fifth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 633-3300
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On November 7, 2003, Barnes & Noble, Inc. ("Barnes & Noble") issued a press
release announcing that it has proposed a merger with barnesandnoble.com inc., a
subsidiary of Barnes & Noble ("Barnes & Noble.com"), pursuant to which all
shareholders of Barnes & Noble.com (other than B&N.com Holding Corp., a wholly
owned subsidiary of Barnes & Noble) would receive $2.50 in cash for each share
of Barnes & Noble.com that they own (the "Merger"). As a result of the Merger,
Barnes & Noble.com would become a wholly owned subsidiary of Barnes & Noble.
Upon completion of the proposed Merger, Barnes & Noble would seek to cause the
shares of Barnes & Noble.com to be delisted from trading on the Nasdaq National
Market and deregistered under the Securities Exchange Act of 1934, as amended.
A copy of the press release publicly announcing the proposed merger is
filed herewith and incorporated herein by reference as Exhibit 99.1. A copy of
the letter from Barnes & Noble to the Special Committee of the Board of
Directors of Barnes & Noble.com regarding the proposed Merger is filed herewith
and incorporated herein by reference as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release issued by Barnes & Noble on November 7, 2003.
99.2 Letter to Special Committee of the Board of Directors of Barnes &
Noble.com regarding the proposed Merger.
SIGNATURE
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.
BARNES & NOBLE, INC.
By:/s/ Joseph Lombardi
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Joseph Lombardi
Chief Financial Officer
Date: November 7, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 99.1 Press Release issued by Barnes & Noble on November 7, 2003.
Exhibit 99.2 Letter to Special Committee of the Board of Directors of
Barnes & Noble.com regarding the proposed Merger.