- Current report filing (8-K)
26 7월 2012 - 8:32PM
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)
July
26, 2012
(July 25, 2012)
Build-A-Bear Workshop, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
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))
Item 1.01. Entry into a Material Definitive Agreement
.
On July 25, 2012, Build-A-Bear Workshop, Inc. (the “Company”) and all of
its domestic subsidiaries (collectively with the Company, the
“Borrower”) entered into a Tenth Amendment to Loan Documents (the “Loan
Document Amendment”) with U.S. Bank National Association (“U.S. Bank”),
which amends the Company’s Fourth Amended and Restated Loan Agreement
(the “Credit Agreement”) and the Fourth Amended and Restated Revolving
Credit Note (the “Revolving Credit Note”) with U.S. Bank effective as of
June 30, 2012.
The Loan Document Amendment decreased the minimum tangible net worth
covenant as of the end of the second and third fiscal quarters of 2012
from $90 million to $82.5 million. Thereafter, the minimum tangible net
worth covenant will revert to $90 million. Except for the change in the
preceding sentence, the terms and conditions of the Credit Agreement
remain unchanged. The Borrower does not currently have any outstanding
borrowings under the Credit Agreement and is currently in compliance
with the Credit Agreement covenants.
The foregoing description of the Loan Document Amendment is only a
summary of certain terms and conditions thereof and is qualified in its
entirety by reference to the Loan Document Amendment, which is filed as
Exhibit 10.1 hereto and which is incorporated by reference herein. In
addition, the Company has previously filed the Credit Agreement and the
Revolving Credit Note as Exhibits 10.1 and 10.2, respectively, to its
Current Report on Form 8-K, filed on August 13, 2008, as amended by the
Seventh Amendment to Loan Documents previously filed as Exhibit 10.1 to
its Current Report on Form 8-K, filed on October 29, 2009, and the
Eighth Amendment to Loan Documents previously filed as Exhibit 10.1 to
its Current Report on Form 8-K, filed on January 4, 2011, and the Ninth
Amendment to Loan Documents previously filed as Exhibit 10.1 to its
Current Report on Form 8-K, filed on January 4, 2012, which documents
have also been incorporated by reference in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2011, filed on March 15,
2012. The foregoing description of such documents is also only a
summary of certain terms and conditions thereof and is qualified in its
entirety to such documents as previously filed.
Item 2.02. Results of Operations and Financial Condition
.
On July 26, 2012, the Company issued a press release announcing, among
other things, total revenue, net retail sales, comparable store sales,
consolidated e-commerce sales, retail gross margin, selling, general and
administrative expense, consolidated pre-tax loss, tax benefit, and
consolidated net loss for the second quarter (13 weeks ended June 30,
2012) and the first six months of fiscal 2012 (26 weeks ended June 30,
2012). The press release also reported the Company’s quarter-end store
count, cash, and inventory as well as the Company’s objectives for
fiscal 2012, including a summary of anticipated store closings,
openings, and relocations, capital expenditures, and depreciation and
amortization.
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 Current Report
on Form 8-K (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 9.01 Financial Statements and Exhibits
.
(d) Exhibits
Exhibit Number
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Description of Exhibit
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10.1
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Tenth Amendment to Loan Documents
between Build-A-Bear
Workshop, Inc., Build-A-Bear Workshop Franchise Holdings, Inc.,
Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management,
Inc., as Borrowers, and U.S. Bank National Association, as Lender,
entered into effective as of June 30, 2012.
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|
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99.1
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Press Release dated July 26, 2012
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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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July 26, 2012
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By:
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/s/ Tina Klocke
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Name:
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Tina Klocke
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Title:
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Chief Operations and Financial Bear,
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Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Number
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Description of Exhibit
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10.1
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Tenth Amendment to Loan Documents
between Build-A-Bear
Workshop, Inc., Build-A-Bear Workshop Franchise Holdings, Inc.,
Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management,
Inc., as Borrowers, and U.S. Bank National Association, as Lender,
entered into effective as of June 30, 2012.
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|
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99.1
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Press Release dated July 26, 2012
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4
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