UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 14, 2007
Build-A-Bear Workshop, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-32320 43-1883836
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1954 Innerbelt Business Center Drive
St. Louis, Missouri 63114
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(Address of Principal Executive Offices) (Zip Code)
(314) 423-8000
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(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 2.02. Results of Operations and Financial Condition.
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On June 14, 2007, Build-A-Bear Workshop, Inc. (the "Company") announced revised
financial guidance for the second fiscal quarter of 2007 (the 13 weeks ending
June 30, 2007) and for the full fiscal year 2007.
A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein. The description of the press release contained
herein is qualified in its entirety by the full text of such exhibit. The
information furnished in contained or incorporated by reference into this Item
2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing. In addition, this report
(including Exhibit 99.1) shall not be deemed an admission as to the materiality
of any information contained herein that is required to be disclosed solely as a
requirement of this Item.
Forward-looking Statements
The statements contained or incorporated by reference in this Form 8-K contain
"forward-looking statements" (within the meaning of the federal securities laws)
which represent the Company's expectations or beliefs with respect to future
events. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated. Those factors include, without limitation: This press release
contains "forward-looking statements" (within the meaning of the federal
securities laws) which represent the Build-A-Bear Workshop's expectations or
beliefs with respect to future events. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those anticipated. Those factors include, without
limitation: we may be unable to generate interest in and demand for our
interactive retail experience, or to identify and respond to consumer
preferences in a timely fashion; our marketing initiatives may not be effective
in generating sufficient levels of brand awareness and guest traffic; we may be
unable to generate comparable store sales growth; we may be unable to open new
stores or may be unable to effectively manage our growth; we may be unable to
effectively manage our international franchises or laws relating to those
franchises may change; we may be unable to realize some of the expected benefits
of the acquisition of Amsbra and Bear Factory including making these operations
profitable; customer traffic may decrease in the shopping malls where we are
located, on which we depend to attract guests to our stores; general economic
conditions may deteriorate, which could lead to disproportionately reduced
consumer demand for our products, which represent relatively discretionary
spending; our market share could be adversely affected by a significant, or
increased, number of competitors; we may lose key personnel, be unable to hire
qualified additional personnel, or experience turnover of our management team;
the ability of our principal vendors to deliver merchandise may be disrupted;
the availability and costs of our products could be adversely affected by risks
associated with international manufacturing and trade; high petroleum products
prices could increase our inventory transportation costs and adversely affect
our profitability; we may be unable to realize the anticipated benefits from our
company-owned distribution center; fluctuations in our quarterly results of
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operations could cause the price of our common stock to substantially decline;
we may fail to renew, register or otherwise protect our trademarks or other
intellectual property; we may have disputes with, or be sued by, third parties
for infringement or misappropriation of their proprietary rights; we may be
unable to renew or replace our store leases, or enter into leases for new stores
on favorable terms or in favorable locations, or may violate the terms of our
current leases; we may suffer negative publicity or be sued due to violations of
labor laws or unethical practices by manufacturers of our merchandise; and we
may improperly obtain or be unable to protect information from our guests in
violation of privacy or security laws or expectations. These and other
applicable risks, cautionary statements and factors that could cause actual
results to differ from the Company's forward-looking statements are included in
the Company's filings with the SEC, including as described in the Company's
annual report on Form 10-K for the fiscal year ended December 30, 2006. The
Company undertakes no obligation to update or revise any forward- looking
statements to reflect subsequent events or circumstances even if experience or
future changes make it clear that any projected results expressed or implied
therein will not be realized.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated June 14, 2007
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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: June 14, 2007 By: /s/ Tina Klocke
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Name: Tina Klocke
Title: Chief Financial Bear,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated June 14, 2007
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