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): January 8, 2004
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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 January 8, 2004, Barnes & Noble, Inc. ("Barnes & Noble") issued a press
release announcing that it had entered into an Agreement and Plan of Merger,
dated as of January 8, 2004 (the "Merger Agreement"), with B&N.com Holding
Corp., B&N.com Acquisition Corp. ("Acquisition Corp.") and barnesandnoble.com
inc. ("Barnes & Noble.com"). Pursuant to the Merger Agreement, Acquisition Corp.
would merge with and into Barnes & Noble.com (the "Merger"), with Barnes &
Noble.com as the surviving corporation and an indirect wholly owned subsidiary
of Barnes & Noble. In the Merger, the shareholders of Barnes & Noble.com would
receive $3.05 in cash for each share of Barnes & Noble.com that they own.
Consummation of the Merger is subject to certain closing conditions set forth in
the Merger Agreement.
A copy of the Merger Agreement is filed herewith and incorporated herein by
reference as Exhibit 2.1. A copy of the press release with respect to the Merger
is filed herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, by and among Barnes & Noble,
B&N.com Holding Corp., Acquisition Corp. and Barnes & Noble.com,
dated as of January 8, 2004.
99.1 Press Release issued by Barnes & Noble on January 8, 2004.
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: January 8, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 2.1 Agreement and Plan of Merger, by and among Barnes & Noble,
B&N.com Holding Corp., Acquisition Corp. and Barnes &
Noble.com, dated as of January 8, 2004.
Exhibit 99.1 Press Release issued by Barnes & Noble on January 8, 2004.