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) March 30, 2006
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
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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
On March 30, 2006, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Books-A-Million, Inc. (the "Company")
granted shares of Company common stock, par value $0.01 per share, subject to
certain restrictions (the "Restricted Shares"), to certain Company executives
under the Books-A-Million, Inc. 2005 Incentive Award Plan (the "Plan"),
previously filed as Appendix A to the Company's Proxy Statement for its 2005
Annual Meeting of Stockholders.
The Committee granted certain Restricted Shares which were previously
authorized for issuance upon the achievement of certain pre-tax income goals for
the 2006 fiscal year (the "Performance Based Shares"). Upon review of the
audited financial statements for the fiscal year ending on January 28, 2006, the
Committee determined the exact amount of Performance Based Shares to be awarded
to each executive, as appropriate. Fifty percent of the awarded Performance
Based Shares will vest on the last day of each of the next two subsequent fiscal
years, respectively. The terms of the Performance Based Shares, are governed by
the Plan and a standard form agreement (the "Performance Restricted Stock
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.
As detailed more fully in the Performance Restricted Stock Agreement, upon
issuance, the Restricted Shares may not be transferred, alienated, pledged,
encumbered or assigned (such transfer restrictions, the "Restrictions") before
the Restricted Shares become vested. The Restricted Shares shall vest, and the
Restrictions shall cease to apply, on the final day of the Company's fiscal year
and anniversaries thereof, as described above. Notwithstanding the foregoing,
all of the Restricted Shares shall vest and the Restrictions shall cease to
apply upon the earliest of (x) the grantee's termination of employment resulting
from the grantee's disability or death or (y) in the Committee's discretion,
upon a "Change of Control" (as defined in the Plan). Furthermore, if the grantee
ceases to serve as an employee or director of the Company, any Restricted Shares
which remain subject to the Restrictions shall immediately be forfeited.
Bonus Payment Plan
On March 30, 2006, the Committee approved a bonus program for the 2007
fiscal year (the "2007 Program") in connection with the preparation of the
Company's annual operating budget for the 2007 fiscal year. The 2007 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 2007 base salary. The
terms of the 2007 Program are outlined in a standard form letter (the "2007
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.
2007 Program Letter: As detailed more fully in the 2007 Program Letter, an
executive officer (including the Chief Executive Officer) is eligible to receive
a bonus under the 2007 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 2007 Program, as appropriate, upon receipt of the audited financial
statements for the fiscal year ending on February 3, 2007.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
99.1 Form of Performance Restricted Stock Agreement
99.2 Form of Letter Regarding the 2007 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)
Date _April 5, 2006______
_________/s/ Richard S. Wallington________
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(Signature)
Name: Richard S. Wallington
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Document Description
99.1 Form of Performance Restricted Stock Agreement
99.2 Form of Letter Regarding the 2007 Bonus Program