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) January 18, 2005
Books-A-Million, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20664 63-0798460
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 Industrial Lane, Birmingham, Alabama 35211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
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(205) 942-3737
N/A
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(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 (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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Restricted Stock Awards
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On January 18, 2005, the Compensation Committee (the "Committee") of the
Board of Directors of Books-A-Million, Inc. (the "Company") awarded shares of
restricted stock ("Restricted Shares") of the Company to Company executives
under The Books-A-Million, Inc. Executive Incentive Plan (the "Plan"),
previously filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended January 28, 1995. Company executives receive grants of
Restricted Shares if the Company achieves certain pre-established performance
goals (the "RS Goals") during a three consecutive fiscal year performance
period. In January 2004, the Committee approved the RS Goals in regard to
restricted stock awards for fiscal years 2005 and 2006. The terms of such
Restricted Shares are governed by the Plan and a standard form agreement (the
"RS Agreement") which is delivered to each grantee, a copy of which is attached
hereto as Exhibit 99.1 and which is incorporated herein by reference.
RS Agreement: As detailed more fully in the RS Agreement, Company
executives receive grants of restricted shares of Company common stock, par
value $.01 per share. The Restricted Shares vest and all restrictions thereon
are removed on the earliest of (i) the third anniversary of the grant date, (ii)
the grantee's death or disability, (iii) the grantee's termination of employment
by the Company for any reason other than for Cause (as defined in the RS
Agreement) and (iv) a change of control at the Company. When the stock is
restricted, the recipient may not sell, transfer, pledge or assign the
Restricted Shares. If the grantee's employment with the Company is terminated
for any reason other than by the Company for any reason other than for Cause
(including the grantee's resignation) prior to the third anniversary of the
grant date, all Restricted Shares shall be forfeited on the date of such
termination of employment. In addition, as it deems appropriate, the Committee
(as defined in the Plan) may remove any or all of the restrictions on the
Restricted Shares at any time or from time to time.
Bonus Payment Plan
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In January 2004, the Committee approved a bonus program for the 2005 fiscal
year (the "2005 Program") in connection with the preparation of the Company's
annual operating budget for the 2005 fiscal year. The 2005 Program provides
incentives to officers of the Company who could contribute significantly to
increasing the Company's revenue, income and cash flow. Each executive
officer, including the Chief Executive Officer, is eligible to receive an annual
cash bonus of up to 100% of his or her fiscal 2005 base salary. The terms of the
2005 Program are outlined in a standard form letter (the "2005 Program Letter")
which is delivered to each participant, a copy of which is attached hereto as
Exhibit 99.2 and which is incorporated herein by reference.
2005 Program Letter: As detailed more fully in the 2005 Program Letter, an
executive officer (including the Chief Executive Officer) is eligible to receive
a bonus under the 2005 Program if the Company achieves certain pre-tax income
goals and the executive officer accomplishes certain individual performance
goals related to his or her job functions. The Committee will approve awards
under the 2005 Program, as appropriate, upon receipt of the audited financial
statements for the fiscal year ending on January 29, 2005.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
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99.1 Form of Restricted Stock Agreement
99.2 Form of Letter Regarding the 2005 Bonus Program
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.
BOOKS-A-MILLION, INC.
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(Registrant)
January 24, 2005
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(Date)
/s/ Richard S. Wallington
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(Signature)
Name: Richard S. Wallington
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Document Description
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99.1 Form of Restricted Stock Agreement
99.2 Form of Letter Regarding the 2005 Bonus Program