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) November 16, 2006
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BARNES & NOBLE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12302 06-1196501
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(Commission File Number) (IRS Employer Identification No.)
122 Fifth Avenue, New York, NY 10011
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(Address of Principal Executive Offices) (Zip Code)
(212) 633-3300
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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
On November 16, 2006, Barnes & Noble, Inc. (the "Company") issued a press
release announcing its preliminary financial results for the third quarter ended
October 28, 2006 (the "Press Release"). A copy of the Press Release is attached
hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto pertaining
to the Company's preliminary financial results shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01 Other Events
The Press Release also announced the status of the review of the Company's
historical stock option grant practices currently being conducted by a Special
Committee of the Company's Board of Directors, assisted by independent legal
counsel, and indicated that the Company will not be in a position to file its
Quarterly Report on Form 10-Q for the quarter ended October 28, 2006 in a timely
manner. The Press Release further indicated that the Company will not purchase
shares under its stock repurchase program until it completes all required
filings.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Barnes & Noble, Inc., dated November 16, 2006
SIGNATURE
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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.
(Registrant)
By: /s/ Joseph J. Lombardi
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Joseph J. Lombardi
Chief Financial Officer
Date: November 16, 2006
Barnes & Noble, Inc.
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Barnes & Noble, Inc., dated November 16, 2006