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): July 27, 2005
| Build-A-Bear Workshop, Inc. |
|
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | | 001-32320 | | 43-1883836 |
| |
| |
|
(State or Other
Jurisdiction of
Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
1954 Innerbelt Business Center Drive
St. Louis, Missouri | | 63114 | |
| |
| |
| (Address of Principal Executive Offices) | | (Zip Code) | |
| (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 1.01. Entry Into a Material Definitive Agreement.
On July 27, 2005, the Board of Directors of Build-A-Bear Workshop, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2004 Stock Incentive Plan (the “Plan”). The Amendment modifies the plan to, among other things:
- Designate certain Company officers who are authorized to determine individuals who may be granted awards under the Plan and to determine the number of shares received by such individuals, as previously approved by the Compensation Committee of the Board of Directors; and
- Provide a procedure for the exercise of options under the Plan.
In addition, the Amendment provides that to the extent options, stock appreciation rights or other stock-based awards under the Plan are subject to restrictions, such options, stock appreciation rights and other stock-based awards shall vest in whole shares only, and holders shall not be deemed to be vested in any fractional shares, regardless of any provision to the contrary in any individual award agreement.
A copy of the Plan, as amended and restated, is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The description of the Amendment contained herein is qualified in its entirety by the full text of such exhibit.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number | Description of Exhibit |
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.
| | BUILD-A-BEAR WORKSHOP, INC. |
| Date: August 2, 2005 | By: | /s/ Tina Klocke
|
| | Name: | Tina Klocke |
| | Title: | Chief Financial Bear, Secretary and
Treasurer |
3
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
4
