SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 2012
BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|122 Fifth Avenue, New York, New York||10011|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (212) 633-3300
(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.
Barnes & Noble, Inc. (the Company) makes this filing on Form 8-K as required by the Scheduling Order (the Scheduling Order) granted by the Delaware Court of Chancery on June 15, 2012 in connection with the proposed settlement (the Settlement) in In re Barnes & Noble Stockholder Derivative Litigation, C.A. No. 4813-VCS. The material terms of the Settlement were previously disclosed by the Company in a Current Report on Form 8-K filed on June 15, 2012.
Pursuant to the Scheduling Order, attached hereto as Exhibit 99.1 is the Summary Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing and Right to Appear (the Summary Notice).
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report.
|99.1||Summary Notice, dated June 20, 2012.|
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.
|BARNES & NOBLE, INC.,|
|Date: July 3, 2012||By:||/s/ Bradley A. Feuer|
|Name: Bradley A. Feuer|
Title: Vice President, Assistant General Counsel
|99.1||Summary Notice, dated June 20, 2012.|
THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE BARNES & NOBLE
STOCKHOLDER DERIVATIVE LITIGATION
|C.A. No. 4813-CS|
SUMMARY NOTICE OF PENDENCY OF DERIVATIVE ACTION,
PROPOSED SETTLEMENT OF DERIVATIVE ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
|TO:||ALL RECORD AND BENEFICIAL HOLDERS OF SHARES OF THE COMMON STOCK OF BARNES & NOBLE, INC. (B&N OR THE COMPANY) AT THE CLOSE OF BUSINESS ON JUNE 15, 2012 (THE RECORD DATE).|
YOU ARE HEREBY NOTIFIED that the plaintiff and defendants in the above-captioned derivative lawsuit (the Action) have entered into a proposed settlement of the Action (the Settlement).
PLEASE BE FURTHER ADVISED that pursuant to an Order of the Court of Chancery of the State of Delaware, dated June 15, 2012, a hearing (the Settlement Hearing) will be held on September 4, 2012, at 10:00 a.m., before The Honorable Leo E. Strine, Jr., in the Court of Chancery of the State of Delaware, New Castle County Courthouse, 500 North King Street, Wilmington, DE 19801. The purpose of the Settlement Hearing is: (a) to determine whether a Stipulation of Settlement dated June 13, 2012 (the Stipulation), and the terms and conditions of the Settlement proposed in the Stipulation, are substantively and procedurally fair, reasonable, adequate and in the best interests of B&N and its shareholders; (b) to determine whether final judgment should be entered dismissing the Action as to all defendants named therein and their related parties with prejudice (the Judgment); (c) to hear and determine any objections to the Settlement; (d) if the Court approves the Stipulation and the Settlement and enters the Judgment, to determine whether it should award attorneys fees and expenses to plaintiffs attorneys pursuant to the application described herein; and (e) to hear such other matters as the Court may deem necessary and appropriate.
The Action and Settlement address claims alleging that certain directors of B&N breached their fiduciary duties to the Company in causing B&N to purchase Barnes & Noble College Booksellers, Inc. (B&N College) from B&Ns Chairman, Leonard Riggio, and his wife, Louise Riggio (the Transaction). Each of the Defendants denies and continues to deny all allegations of wrongdoing and denies liability on the claims asserted in the Action.
Leonard Riggio and Louise Riggio will effect the settlement for the benefit of B&N by reducing the purchase price of B&N College by $22.75 million and forgoing interest payments that would have been due in connection with the payment of a promissory note in the additional amount of $6,256,250 (together, the Settlement Consideration). At or before the Settlement
Hearing, Plaintiffs counsel intends to apply to the Court for an award equal to the reimbursement of expenses not to exceed $2.4 million plus attorneys fees not to exceed 33.3% of the Settlement Consideration after the payment of expenses. The Company, Defendants and Louise Riggio reserve all rights to contest the amount of fees and expenses requested by Plaintiffs counsel.
If the Settlement is approved, the Action will be dismissed with prejudice and the Defendants and Louise Riggio will be released by Plaintiffs, B&N and its shareholders from all claims that were or could have been alleged in the Action regarding the transactions challenged.
ANY INVESTOR WHO OWNS B&N COMMON STOCK AS OF THE RECORD DATE AND WHO WISHES TO CONTEST EITHER THE SETTLEMENT OR THE APPLICATION FOR FEES AND EXPENSES BY PLAINTIFFS COUNSEL, MAY DO SO BY FOLLOWING THE PROCEDURE SET FORTH IN THE SECTION TITLED RIGHT TO APPEAR AT SETTLEMENT HEARING OF THE NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED SETTLEMENT OF DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR. The Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing and Right to Appear, as well as the Stipulation and the Courts June 15, 2012 Scheduling Order, are available on B&Ns website at www.barnesandnobleinc.com and on Plaintiffs Counsels websites at (1) www.gelaw.com; (2) www.chimicles.com; (3) www.ksfcounsel.com; and (4) www.barrack.com.
PLEASE DO NOT CONTACT THE COURT.
Dated: June 20, 2012
BY ORDER OF THE COURT OF CHANCERY
OF THE STATE OF DELAWARE