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 16, 2006
Build-A-Bear Workshop, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-32320 43-1883836
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1954 Innerbelt Business Center Drive 63114
St. Louis, Missouri ------------
---------------------------------------- (Zip Code)
(Address of Principal Executive Offices)
(314) 423-8000
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(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 2.02. Results of Operations and Financial Condition.
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On February 16, 2006, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing, among other things, total revenue, net retail sales,
gross margin, net income and diluted earnings per share for the fourth quarter
and full year of fiscal 2005. The press release also included expected revenue
growth, diluted earnings per share, marketing expense and capital spending for
fiscal 2006. The press release also announced that the Company is in discussions
regarding two possible acquisitions. 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.
Item 7.01 Regulation FD Disclosure.
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The Company has prepared certain financial information which illustrates
the separation of the Company's net retail sales figure between Internet-based
retail sales and other net retail sales for each of the four fiscal quarters of
fiscal year 2004 and fiscal year 2005. The Company had previously reported net
retail sales for each of these periods inclusive of Internet sales.
The Company has also prepared end of period store gross square footage and
store count for fiscal years 1999, 2000, 2001, 2002, 2003, 2004 and 2005. The
Company had previously reported store gross square footage and store count at
the end of the period for fiscal years 2003 and 2004.
The financial information is furnished as Exhibit 99.2 hereto and is
incorporated by reference herein. The description of the financial information
and store data contained herein is qualified in its entirety by the full text of
such exhibit.
This information furnished in Items 2.02 and 7.01, including Exhibits 99.1
and 99.2 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 Exhibits 991. and
99.2) 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.
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(d) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated February 16, 2006
99.2 Unaudited Financial Information and Store Data of
Build-A-Bear Workshop, Inc.
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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.
BUILD-A-BEAR WORKSHOP, INC.
Date: February 16, 2006 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear, Secretary
and Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated February 16, 2006
99.2 Unaudited Financial Information and Store Data of
Build-A-Bear Workshop, Inc.
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