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SECURITIES AND EXCHANGE COMMISSION
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): November 7, 2003
barnesandnoble.com inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
0-26063 | 13-4048787 | |
(Commission File Number) | (IRS Employer Identification No.) | |
76 Ninth Avenue, New York, NY | 10011 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code (212) 414-6000
Item 5. Other Events and Required FD Disclosure | ||||||||
Item 7. Financial Statements, Financial Information and Exhibits | ||||||||
SIGNATURE | ||||||||
PRESS RELEASE | ||||||||
LETTER TO THE SPECIAL COMMITTEE |
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Item 5. Other Events and Required FD Disclosure
On November 7, 2003, barnesandnoble.com inc. (the “Company”) announced that a special committee of independent directors will evaluate the proposal by Barnes & Noble, Inc. (“Barnes & Noble”) to purchase in a merger transaction for $2.50 in cash each share of the Company’s common stock that its does not currently own. A copy of this press release is attached hereto as Exhibit 99.1. Also attached hereto is a copy of the letter addressed to the special committee from Barnes & Noble setting forth Barnes & Noble’s proposal.
Item 7.Financial Statements, Financial Information and Exhibits
(c) | Exhibits |
99.1 | Press Release of barnesandnoble.com inc., dated November 7, 2003. |
99.2 | Letter to the Special Committee of the Board of Directors of barnesandnoble.com inc., dated November 7, 2003. |
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SIGNATURE
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.
barnesandnoble.com inc. (Registrant) | |||
By:/s/ Kevin M. Frain | |||
Date: November 12, 2003 | Name: Kevin M. Frain Title: Chief Financial Officer |