-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POjMjAUCkxiAFZ4f3jG1a3fbU3sbQr3ow5JBIGv9Z6EPQix/7rim9FN7nlCekPzc 96ToQfMNdyEVpUgmdApROw== 0001157523-06-003264.txt : 20060404 0001157523-06-003264.hdr.sgml : 20060404 20060404110030 ACCESSION NUMBER: 0001157523-06-003264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060402 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILD A BEAR WORKSHOP INC CENTRAL INDEX KEY: 0001113809 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 431883836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32320 FILM NUMBER: 06735993 BUSINESS ADDRESS: STREET 1: 1954 INNERBELT BUSINESS CENTRE DRIVE CITY: ST LOUIS STATE: MO ZIP: 63114 BUSINESS PHONE: 314-423-8000 MAIL ADDRESS: STREET 1: 1954 INNERBELT BUSINESS CENTRE DRIVE CITY: ST LOUIS STATE: MO ZIP: 63114 8-K 1 a5116607.txt BUILD-A-BEAR WORKSHOP 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): April 4, 2006 (April 2, 2006) Build-A-Bear Workshop, Inc. ------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32320 43-1883836 - --------------------- ------------------- ------------------------- (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 ------------------------------------------ (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 2.01. Completion of Acquisition or Disposition of Assets. - --------------------------------------------------------------------- On April 2, 2006, Build-A-Bear Workshop, Inc. (the "Company"), through its wholly-owned U.K. subsidiary Build-A-Bear Workshop UK Holdings Limited ("Holdings"), completed its previously announced acquisitions of The Bear Factory Limited, an English corporation and stuffed animal retailer ("The Bear Factory"), and Amsbra, Ltd., an English corporation and current franchisee of the Company ("Amsbra"). The consummation of the Bear Factory Transaction had previously received competition clearance from the U.K. Office of Fair Trade. The Company acquired The Bear Factory pursuant to a Share Purchase Agreement (the "Bear Factory Purchase Agreement") entered into on March 3, 2006 with The Hamleys Group Limited, an English corporation ("Hamleys"), and The Bear Factory, pursuant to which Holdings purchased all of the issued and outstanding share capital of The Bear Factory from Hamleys (the "Bear Factory Transaction"). The purchase price for the shares of Bear Factory was (pound)15,000,000 (approximately $26.4 million based on the exchange rate on the date of the Bear Factory Purchase Agreement), subject to adjustment based upon a closing net current asset valuation of The Bear Factory. A copy of the Bear Factory Purchase Agreement was filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K, filed with the SEC on March 16, 2006, which is incorporated by reference herein. The Company acquired Amsbra pursuant to a Sale and Purchase Agreement (the "Amsbra Purchase Agreement") with the selling shareholders of Amsbra, the Company, and Andrew Mackay pursuant to which Holdings purchased all the issued and outstanding share capital of Amsbra (the "Amsbra Transaction"). The purchase price for the Amsbra shares was (pound)5,500,000 (approximately $9.7 million based on the exchange rate on the date of the Amsbra Purchase Agreement). The Amsbra Transaction included the assumption by Holdings of a $4,425,000 (USD) loan made by Build-A-Bear Workshop Franchise Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Franchise Holdings"). At the closing of the Amsbra Transaction, Holdings advanced Amsbra (pound)500,000 to enable Amsbra to repay an additional loan obligation. A copy of the Amsbra Purchase Agreement was filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, filed with the SEC on March 16, 2006, which is incorporated by reference herein Relationship to Amsbra Amsbra became a franchisee of the Company in May 2003 pursuant to a franchise agreement with Franchise Holdings. Amsbra holds franchise rights in England, Scotland, Wales, Northern Ireland and the Irish Republic, and as of the closing operated 11 Build-A-Bear Workshop stores in the U.K. Amsbra owns a partial interest in Faber France S.A.S., the Company's franchisee in France. Item 7.01. Regulation FD Disclosure. - ------------------------------------------- On April 3, 2006, the Company issued a press release announcing that it had completed the acquisitions of The Bear Factory and Amsbra. 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. - ---------------------------------------------------- (d) Exhibits Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release dated April 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: April 3, 2006 By: /s/ Tina Klocke ----------------------------------- Name: Tina Klocke Title: Chief Financial Bear, Secretary and Treasurer EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release dated April 3, 2006 EX-99.1 2 a5116607ex991.txt EXHIBIT 99.1 Exhibit 99.1 Build-A-Bear Workshop, Inc. Closes the Acquisition of the Bear Factory and U.K. Franchisee ST LOUIS--(BUSINESS WIRE)--April 3, 2006--Build-A-Bear Workshop, Inc. (NYSE: BBW), an interactive, entertainment retailer of customized stuffed animals, today announced that it has closed the acquisition of The Bear Factory Limited, a United Kingdom-based stuffed animal retailer, and the acquisition of Amsbra, Ltd., Build-A-Bear Workshop's franchisee in the U.K. Build-A-Bear Workshop had previously announced on March 3, 2006 that it had signed definitive agreements to acquire The Bear Factory and Amsbra, Ltd. The closing of the transactions was subject to receipt of clearance from the U.K. Office of Fair Trade which has been obtained. About Build-A-Bear Workshop, Inc. Build-A-Bear Workshop, Inc. is the only global company that offers an interactive make-your-own-stuffed animal retail-entertainment experience. Founded in St. Louis in 1997, the company currently operates more than 200 stores in the United States and Canada. The addition of franchise stores in Europe, Asia and Australia make Build-A-Bear Workshop the leader in interactive retail. In November 2004, the company expanded the make-your-own concept from stuffed animals to dolls with the opening of its first friends 2B made(R) stores, where Guests can make their own dolls. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of $362 million in fiscal 2005. For more information, call 888.560.BEAR (2327) or visit the company's award-winning Web sites at www.buildabear.com and www.friends2bmade.com. CONTACT: Build-A-Bear Workshop, Inc., St. Louis Investors: Molly Salky, 314-423-8000 x5353 or Media: Jill Saunders, 314-423-8000 x5379 -----END PRIVACY-ENHANCED MESSAGE-----