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) February 28, 2006
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 (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1954 Innerbelt Business Center Drive 63114
St. Louis, Missouri ------------------
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(Address of Principal Executive Offices)
(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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 28, 2006, Ms. Joan Ryan was elected to the board of directors
of Build-A-Bear Workshop, Inc. (the "Company") by the board. Ms. Ryan will serve
as a Class III director and her term will expire at the 2007 annual meeting of
stockholders of the Company.
There is no arrangement or understanding between Ms. Ryan and any other
person pursuant to which Ms. Ryan was elected as a director. Ms. Ryan will serve
as a member of the board's Audit Committee and Nominating and Corporate
Governance Committee.
The Company is not aware of any transactions, proposed transactions, or
series of either to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeds $60,000 and in which Ms. Ryan had,
or will have, a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure.
On February 28, 2006, the Company issued a press release announcing the
election of Ms. Ryan as a director. 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.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated February 28, 2006
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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: February 28, 2006 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 February 28, 2006
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