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UNITED STATES

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): May 3, 2024

 

 

BARNES & NOBLE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-37499   46-0599018
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

120 Mountainview Blvd., Basking Ridge, NJ 07920

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (908) 991-2665

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class

 

Trading
Symbol

 

Name of Exchange

on which registered

Common Stock, $0.01 par value per share   BNED   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01

Other Events.

The record date for the previously-announced non-transferable rights offering (the “Rights Offering”) of Barnes & Noble Education, Inc. (the “Company”) will be May 14, 2024. On May 3, 2024, the Company mailed to its stockholders of record as of May 2, 2024 a notice of the rights offering record date in accordance with the rules of the New York Stock Exchange. Such notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company intends to issue a press release with final subscription ratio and timing information and rights holders are encouraged to review its future press releases and Form 8-K filings for more information regarding the Rights Offering, including any potential updates regarding the timing of the Rights Offering.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Notice of Barnes & Noble Education, Inc. to its stockholders relating to the rights offering record date, dated May 3, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 thereunto duly authorized.

Date: May 3, 2024

 

BARNES & NOBLE EDUCATION, INC.
By:  

/s/ Michael C. Miller

Name:   Michael C. Miller
Title:   Executive Vice President, Corporate Development & Affairs and Chief Legal Officer