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) June 29, 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 (205) 942-3737
N/A
_______________________________________________________________________________
(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 Agreement
On June 29, 2005, 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 approximately sixteen 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 and included herein as Exhibit 10.1.
The Committee determined that the grants described above shall consist of
two parts. Fifty percent of the grant shall be "Career Based Shares," which will
vest automatically on January 30, 2010. The remaining fifty percent of the grant
shall be "Performance Based Shares," to be awarded (in whole or in part) based
on the Company's achievement of certain pre-tax income goals for the 2006 fiscal
year. Upon receipt of the audited financial statements for the fiscal year
ending on January 28, 2006, the Committee shall determine the exact amount of
Performance Based Shares to be awarded, as appropriate, and fifty percent of the
awarded Performance Based Shares will vest on the last day of the Company's 2007
and 2008 fiscal years, respectively. The terms of the Restricted Shares, whether
Career Based Shares or Performance Based Shares, are governed by the Plan and a
standard form agreement (the "Restricted Stock Agreement") which is delivered to
each grantee, a copy of which is attached hereto as Exhibit 10.2 and which is
incorporated herein by reference.
As detailed more fully in the 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
(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.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
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10.1 Books-A-Million, Inc. 2005 Incentive Award Plan
10.2 Form of Restricted Stock 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._______
(Registrant)
Date _July 6, 2005_______ _____________/s/ Richard S. Wallington___________
(Signature)
Name: Richard S. Wallington
Title: Chief Financial Officer