Attached files
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| EX-4.1 - FIRST AMENDMENT TO THE RIGHTS AGREEMENT - BARNES & NOBLE INC | ex4-1.htm |
UNITED
STATES
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):
February
17, 2010
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BARNES
& NOBLE, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-12302
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06-1196501
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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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122
Fifth Avenue, New York, New York
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10011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 633-3300
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Not
Applicable
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____________________________________________________________
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(Former
name or former address, if changed since last report.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement.
On
February 17, 2010, Barnes & Noble, Inc. (the “Company”) entered
into an amendment (the “Amendment”) to the
Rights Agreement dated as of November 17, 2009 (the “Rights Agreement”),
between the Company and Mellon Investor Services LLC, as rights
agent. The Rights Agreement pertains to those certain contingent
rights to purchase Series I preferred stock, par value $0.001 per share, of the
Company.
The
Amendment was undertaken to eliminate a possible ambiguity in the Rights
Agreement. The Amendment modifies the definition of “Acquiring
Person” in the Rights Agreement to impose revised
restrictions on Specified Persons who receive common stock of the Company from
any person who, alone or together with all its affiliates and associates,
beneficially owned more than 20% of the Company’s common stock as of November
17, 2009 (an “Excluded
Person”). The revised restrictions vary depending on the amount of common
stock transferred by the Excluded Person to a Specified Person, but they
generally require the recipient Specified Person’s ownership of common stock to
be limited to the greater of 20% of outstanding shares or the number of shares
received from the Excluded Person, and include disposition and voting
requirements in order to effectuate this ownership cap. The “Specified Persons”
subject to the revised restrictions include the immediate family members and
certain related trusts, executors and trustees of an Excluded
Person.
The
foregoing summary of the Amendment is a general description only, does not
purport to be complete and is qualified in its entirety by the full text of the
Amendment, which is attached as Exhibit 4.1 hereto and incorporated by reference
herein.
Item
3.03. Material
Modification to Rights of Security Holders
The
information set forth under “Item 1.01. Entry into a Material Definitive
Agreement” of this Current Report on Form 8-K is incorporated into this
Item 3.03 by reference.
Item
9.01. Financial Statements and
Exhibits
(d) The
following exhibit is filed as a part of this Report.
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Exhibit
No.
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Description
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4.1
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First
Amendment dated as of February 17, 2010, to the Rights Agreement dated as
of November 17, 2009, between Barnes & Noble, Inc. and Mellon Investor
Services LLC, as rights agent.
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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 thereunto
duly authorized.
| BARNES & NOBLE, INC. | |||
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Date:
February 17, 2010
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By:
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/s/ Joseph J. Lombardi | |
| Name: Joseph J. Lombardi | |||
| Title: Chief Financial Officer | |||
Exhibit
Index
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Exhibit
No.
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Description
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4.1
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First
Amendment dated as of February 17, 2010, to the Rights Agreement dated as
of November 17, 2009, between Barnes & Noble, Inc. and Mellon Investor
Services LLC, as rights agent.
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