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): April 30, 2003 barnesandnoble.com inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation) 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 -------------- (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- Item 9. Regulation FD Disclosure. (Per SEC instruction, the following information, although listed under Item 9, is being provided under "Item 12. Results of Operations and Financial Condition.") On April 30, 2003, barnesandnoble.com inc. issued a press release announcing the results of its first quarter ended March 31, 2003. The press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release of barneandnoble.com inc., dated April 30, 2003 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 ----------------------------------- Name: Kevin M. Frain Title: Chief Financial Officer Date: April 30, 2003