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): March 3, 2006
Build-A-Bear Workshop, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware 001-32320 43-1883836
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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1954 Innerbelt Business Center Drive
St. Louis, Missouri 63114
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(Address of Principal Executive Offices) Zip Code
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(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 7.01. Regulation FD Disclosure.
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On March 3, 2006, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing that its wholly-owned subsidiary, Build-A-Bear Workshop
UK Holdings, Ltd., had signed a definitive agreement to buy The Bear Factory, a
United Kingdom-based stuffed animal retailer owned by Hamleys, Ltd., and Amsbra,
Ltd., the Company's franchisee in the U.K. The all-cash transaction is valued at
approximately $41.4 million ((pound)23.6 million) and is expected to close late
in the first quarter or early in the second quarter of fiscal 2006. The closing
is subject to the completion of U.K. regulatory clearance. In addition, in
connection with the announced transaction, the Company stated that the
transaction will reduce its previously announced fiscal 2006 earnings per
diluted share guidance of $1.57 to $1.63 by $0.10 to $0.13. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated by reference
herein. This description of the press release contained herein is qualified in
its entirety by the full text of such exhibit.
The information contained in this Item 7.01 shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended (the "Securities Act") or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The information set forth in this Item 7.01 shall not be
deemed an admission as to the materiality of any information in this report on
Form 8-K that is required to be disclosed solely to satisfy the requirements of
Regulation FD.
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 March 3, 2006
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: March 3, 2006 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear,
Secretary and Treasurer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated March 3, 2006