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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 |
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 |
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 | |
Exhibit 99.1
BARNES & NOBLE EDUCATION, INC.
120 Mountain View Blvd.
Basking Ridge, New Jersey 07920
NOTICE OF PROPOSED RIGHTS OFFERING
May 3, 2024
To our Stockholders:
This Notice is being furnished to the stockholders of Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), to notify stockholders of the Company’s common stock, par value $0.01 per share (“Common Stock”), of a proposed Rights Offering (as defined below).
Subject to the effectiveness of the registration statement related to the Rights Offering under the Securities Act of 1933, as amended, the Company intends to commence a Rights Offering (the “Rights Offering”) whereby the Company will distribute, at no charge, to stockholders of record as of May 14, 2024 (the “Record Date”) rights to purchase new shares of the Company’s Common Stock. Each stockholder as of the Record Date (“Rights Holders”) will receive one non-transferrable right for every share of Common Stock owned on the Record Date (the “subscription right”). Each subscription right entitles the Rights Holder to purchase a number of shares of Common Stock at a subscription price of $0.05 per whole share (the “basic subscription right”).
Subscription rights may only be exercised for whole numbers of shares; any fractional shares of Common Stock that would be created by an exercise of the subscription rights will be rounded to the nearest whole share. 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.
Commencement; Expiration
Subscription rights may be exercised at any time during the subscription period, which the Company expects to commence shortly after the Record Date and which it expects to end 16 days after commencement, unless extended by the Company. The Company expects the rights certificates evidencing the subscription rights to be mailed to Rights Holders on the date of commencement of the Rights Offering. All exercises of subscription rights are irrevocable.
Over-Subscription Right
Rights Holders who fully exercise their subscription rights will be entitled to subscribe for additional shares of Common Stock, at the same subscription price of $0.05 per whole share, that remain unsubscribed as a result of any unexercised subscription rights (the “over-subscription right”), up to the number of shares subscribed for and purchased under such Rights Holders’ basic subscription right, subject to availability and pro rata allocation among persons exercising their over-subscription right.
Non-Transferability of Rights
The subscription rights are evidenced by a rights certificate and are non-transferable. The subscription rights will not be listed for trading on the New York Stock Exchange (“NYSE”) or any other securities exchange or automated quotation system. The shares of Common Stock issued in the Rights Offering will be listed on the NYSE.
Sincerely,
Mario R. Dell’Aera, Jr.
Chairman of the Board of Directors