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 31, 2004
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 (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.
Stock Option Awards
The Books-A-Million, Inc. Stock Option Plan As Amended and Restated as of
March 18, 1998 (the "Plan"), previously filed by Books-A-Million, Inc. (the
"Company") as an exhibit to its Annual Report on Form 10-K for the fiscal year
ended January 30, 1999, provides that on the last day of each calendar year,
each non-employee director of the Company who has served for more than one year
shall be granted (without any further action by the Company's Compensation
Committee) an option under the Plan to purchase 6,000 shares of common stock,
par value $.01, of the Company (the "Common Stock") at the fair market value of
the stock on the grant date (calculated as the closing price on the grant date.)
Accordingly, on December 31, 2004, each non-employee director of the Company
received stock options (the "Options") to purchase 6,000 shares of Common Stock
at an exercise price of $9.62 per share. The Options vested immediately and they
expire on the earlier of (i) 90 days after the non-employee director ceases to
serve as such or (ii) the tenth anniversary of the grant date. The terms of such
Options are governed by the Plan and a standard form agreement (the "Option
Agreement") which is delivered to each non-employee director, a copy of which is
attached hereto as Exhibit 99.1 and which is incorporated herein by reference.
Option Agreement: As described above and as detailed more fully in the
Option Agreement, non-employee directors receive Options to purchase 6,000
shares of Common Stock at a price equal to 100% of the fair market value of the
common stock on the date of grant (calculated as the closing price on the date
of grant). The Options vest entirely upon the grant date and they expire on the
earliest of (i) the tenth anniversary of the grant date, (ii) the end of the 90
day period which begins on the date the non-employee director's employment by
the Company terminates for any reason other than death and (iii) the end of the
270 day period which begins on the date the non-employee director's employment
by the Company terminates because of the non-employee director's death.
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 Option Agreement
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)
Date January 28, 2005
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/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 Option Agreement