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)
February
13, 2013
Build-A-Bear Workshop, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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))
Item 1.01. Entry into a Material Definitive Agreement.
On February 13, 2013, Build-A-Bear Workshop, Inc. (the “Company”) and
all of its domestic subsidiaries (collectively with the Company, the
“Borrower”) entered into a Twelfth 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.
The Loan Document Amendment reduces the fixed charge coverage ratio covenant
to be 1.10 to 1.00 for the fiscal year ended December 29, 2012 and
restores it to be 1.20 to 1.00 for each four fiscal quarter period
thereafter. 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.
Relationship to U.S. Bank
The Company has or may have had customary banking relationships with
U.S. Bank based on the provision of a variety of financial services,
including lending, commercial banking and other advisory services.
The foregoing description of the Loan Document Amendment is only a
summary of certain terms and conditions of this document and is
qualified in its entirety by reference to the Loan Document Amendment,
which has been 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, 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 (File No. 001-32320), filed on March 15, 2012, the
Tenth Amendment to Loan Documents previously filed as Exhibit 10.1 to
its Current Report on Form 8-K, filed on July 26, 2012 and the Eleventh
Amendment to Loan Documents previously filed as Exhibit 10.1 to its
Current Report on Form 8-K, filed on December 21, 2012; the foregoing
description of those documents is also only a summary of certain terms
and conditions therein and is qualified in its entirety to such
documents as previously filed.
Item 2.02. Results of Operations and Financial Condition.
On February 14, 2013, Build-A-Bear Workshop, Inc. (the “Company”) issued
a press release announcing, among other things, consolidated net retail
sales, comparable store sales, consolidated e-commerce sales, net loss
(including certain charges and benefit), adjusted earnings per diluted
share, total revenues, and tax expense for the fourth quarter (13 weeks
ended December 29, 2012) and total revenues, consolidated net retail
sales, comparable store sales, consolidated e-commerce sales, tax
expense, net loss (including certain charges and benefit), and adjusted
net loss for the full year of fiscal 2012 (52 weeks ended December 29,
2012). The press release discussed goodwill impairment and reported the
Company’s year-end cash and inventory, and summarized stock repurchases,
capital expenditures, store openings, closings and remodelings, and
depreciation and amortization in fiscal 2012. The press release also
reported the Company’s expected additional store closings in fiscal 2013
and 2014, its anticipated optimal store count, expected transfer sales
from closed stores, and fiscal 2012 year-end store count as well as the
anticipated fiscal 2013 year-end store count for Company-owned stores in
North America and Europe. The press release reported net international
franchisee store openings in fiscal 2012 and year-end franchisee store
count. Accomplishments toward the Company’s long term objectives were
also discussed.
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 report
(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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Twelfth 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 February 13, 2013
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99.1
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Press Release dated February 14, 2013
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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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February 14, 2013
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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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Twelfth 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 February 13, 2013
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99.1
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Press Release dated February 14, 2013
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5
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