-----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, Od3vpMrfWNVEP+7j5L6NY7u0iHZlMWz07+h3BSuy3GN8yXw6271qEkwzSWy7sZcx DXyvxUmZO5pucuD7u9mAYA== 0000950138-07-000797.txt : 20071012 0000950138-07-000797.hdr.sgml : 20071012 20071012163503 ACCESSION NUMBER: 0000950138-07-000797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071012 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 071169938 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 8-K 1 oct12_8-k.htm B&N\2007 FILINGS\OCT 12 8-K

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)

October 12, 2007 (September 11, 2007)

 

BARNES & NOBLE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-12302

06-1196501

(Commission File Number)

(IRS Employer Identification No.)

 

 

122 Fifth Avenue, New York, NY

10011

(Address of Principal Executive Offices)

(Zip Code)

 

(212) 633-3300

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On September 11, 2007, the Board of Directors of Barnes & Noble, Inc. (the “Company”) amended the Company’s Amended and Restated By-Laws to permit the issuance and transfer of Company shares in accordance with the electronic Direct Registration System (“DRS”) administered by the Depository Trust Company. The rules of the New York Stock Exchange require the Company to be eligible for DRS by January 1, 2008.

A copy of the amendment is attached as Exhibit 3.6 to this Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(c)

Exhibits

 

3.6

Amendment to Amended and Restated By-Laws, effective September 11, 2007

 

 

 

2

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.

 

BARNES & NOBLE, INC.
(Registrant)

 

 

 

 

 

By:

/s/ Joseph J. Lombardi

 

 

Joseph J. Lombardi

 

 

Chief Financial Officer

 

 

 

 

Date: October 12, 2007

 

 

 

 

 

 

 

3

Barnes & Noble, Inc.

 

EXHIBIT INDEX

Exhibit Number

Description

 

 

3.6

Amendment to Amended and Restated By-Laws, effective September 11, 2007

 

 

 

 

4

 

 

 

 EX-3 2 ex_3-6.htm EX_3-6

Exhibit 3.6

 

AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF BARNES & NOBLE, INC.

The By-Laws of the Company are hereby amended to add the following Section 7 to Article VII of the Company’s By-Laws:

“SECTION 7. Electronic Securities Recordation. Notwithstanding the foregoing provisions of this Article VII, the Corporation may adopt a system of issuance, recordation, conversion and transfer of its shares of capital stock by electronic or other means not involving any issuance of certificates, provided that the use of such system by the Corporation is permitted by applicable law.”

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----