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): December 7, 2015
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-12302 | | 06-1196501 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 122 Fifth Avenue, New York, New York | | 10011 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 633-3300
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)) |
Item 8.01 Other Events
On December 7, 2015, in connection with the Company’s stock repurchase program of up to $50 million of its common shares that was previously announced on October 20, 2015, the Company adopted a pre-arranged stock trading plan for the purpose of repurchasing a limited number of shares of the Company’s common stock in compliance with guidelines specified underRule 10b5-1 under the Securities Exchange Act of 1934. Repurchase under the Company’s 10b5-1 plan will be administered through an independent broker. Because repurchases under the 10b5-1 plan will be subject to price, market volume and timing constraints specified in the plan, there is no assurance as to the extent number of shares that will be purchased under the plan or the timing of those purchases.
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.
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| | | | BARNES & NOBLE, INC., |
| | | |
| Date: December 7, 2015 | | | | By: | | /s/ Bradley A. Feuer |
| | | | | | Name: Bradley A. Feuer |
| | | | | | Title: Vice President, General Counsel and Corporate Secretary |
