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): May 27, 2004 BARNES & NOBLE, INC. (Exact name of Registrant as Specified in its Charter) Delaware 1-12302 06-1196501 --------------- ---------------------- --------------------- (State or other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 122 Fifth Avenue, New York, NY 10011 ------------------------------ -------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (212) 633-3300 -------------- ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ---------------------------------------- Item 5. Other Events. On May 27, 2004, Barnes & Noble, Inc. ("Barnes & Noble") issued a press release announcing the completion of the previously announced merger (the "Merger") of barnesandnoble.com inc. ("Barnes & Noble.com") with a wholly owned subsidiary of Barnes & Noble. The Merger was approved by the shareholders of Barnes & Noble.com at a special meeting held on May 27, 2004. As a result of the Merger, Barnes & Noble.com became a privately held company, wholly owned by Barnes & Noble. A copy of the press release with respect to the completion of the Merger is filed herewith as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release issued by Barnes & Noble on May 27, 2004. SIGNATURE 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. BARNES & NOBLE, INC. By:/s/ Joseph Lombardi --------------------------------- Joseph Lombardi Chief Financial Officer Date: May 27, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ---------- ----------- Exhibit 99.1 Press Release issued by Barnes & Noble on May 27, 2004.