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 24~~August 7, 2019

BARNES & NOBLE, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-12302~~	06001-~~1196501~~12302	06-1196501
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of		(Commission	(I.R.S. Employer
incorporation or organization)		File Number)	Identification No.)

122 Fifth Avenue ~~New~~ ~~York, New York 10011~~

New York, New York 10011

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 633-3300

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each ~~exchange~~exchangeon on which registered
Common Stock, $0.001 par value per share		BKS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Barnes & Noble, Inc. (the “Company”) on June 24, 2019, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with Chapters Holdco Inc., a Delaware corporation (“Parent”), and Chapters Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub were formed by affiliates of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (collectively, the “Sponsors”).

OnPursuant ~~June~~to ~~24,~~the Merger ~~2019~~Agreement, ~~Barnes~~on &July 9, ~~Noble~~2019, ~~Inc.~~Merger ~~(the~~Sub ~~“Company”)~~commenced ~~entered~~a ~~into~~tender anoffer ~~Amended~~to ~~and~~acquire ~~Restated~~all ~~Agreement and Plan~~ of ~~Merger (~~the ~~“Amended~~outstanding ~~and~~shares ~~Restated~~of ~~Merger~~the ~~Agreement”)~~Company’s ~~with~~common ~~Chapters~~stock, ~~Holdco~~par ~~Inc~~value $0.,001 aper ~~Delaware~~share ~~corporation~~ (“~~Parent~~Company Common Stock”), ~~and~~for ~~Chapters Merger Sub Inc.,~~ a ~~Delaware~~price ~~corporation~~per ~~and~~share ~~a wholly owned subsidiary~~ of ~~Parent~~ $6.50 (the “~~Merger~~Offer ~~Sub~~Price”). ~~The~~in ~~Amended~~cash, ~~and~~without ~~Restated~~interest ~~Merger~~thereon, ~~Agreement~~upon ~~amends~~the terms and ~~restates~~subject into ~~its~~the ~~entirety~~conditions set forth in the ~~Agreement~~Offer ~~and~~to ~~Plan~~Purchase ofdated ~~Merger~~July 9, ~~dated~~2019 (as ofamended ~~June~~or 6supplemented, ~~2019 (~~the “~~Original~~Offer ~~Merger~~to ~~Agreement~~Purchase”), by and ~~among~~in the related ~~Company~~Letter of Transmittal (which, ~~Parent~~together ~~and~~with ~~Merger~~the ~~Sub~~Offer to Purchase, constitutes the “Offer”).

~~Pursuant~~The toOffer ~~the~~and ~~Amended~~related ~~and~~withdrawal ~~Restated~~rights expired ~~Merger~~as ~~Agreement~~scheduled at 5:00 p.m., Eastern Time, on Tuesday, August 6, 2019 (the “Offer Expiration Time”) without being extended. Computershare Trust Company, ~~Parent~~N.A., ~~and~~in ~~Merger~~its ~~Sub~~capacity ~~have~~as ~~agreed~~depositary tofor ~~revise~~the Offer (the “Depositary”), ~~structure~~has ofadvised ~~their~~the ~~previously~~Company ~~announced~~and ~~transaction~~Merger toSub ~~provide~~that, ~~for~~as of the ~~acquisition~~Offer Expiration Time, 60,370,427 shares of ~~the~~Company Common Stock (excluding shares of Company byCommon ~~Parent~~Stock intendered anpursuant ~~all~~to ~~cash~~guaranteed ~~transaction~~delivery ~~consisting~~procedures that were not yet delivered in satisfaction of asuch ~~tender~~guarantee) ~~offer~~have (been validly tendered and not validly withdrawn pursuant to the “Offer”), ~~followed~~representing byapproximately a82.15% ~~back-end~~of ~~merger~~the outstanding shares of ~~Merger~~Company ~~Sub~~Common ~~with~~Stock ~~and~~as ~~into~~of the ~~Company~~Offer Expiration Time. Accordingly, the Minimum Condition (as defined in the “Merger” Agreement), ~~with~~to the ~~Company~~Offer ~~surviving~~has ~~the~~been ~~Merger~~satisfied. asAs a ~~wholly~~result ~~owned~~of ~~subsidiary~~the satisfaction of ~~Parent.~~the ~~The~~Minimum ~~Merger~~Condition ~~will~~and beeach ~~effected~~of ~~pursuant~~the other conditions to the ~~procedure~~Offer, ~~provided~~on August 7, 2019, Merger Sub irrevocably accepted for bypayment ~~Section~~all ~~251(h)~~shares of ~~the~~Company ~~General~~Common ~~Corporation~~Stock ~~Law~~that ofwere ~~the~~validly ~~State~~tendered, ofand ~~Delaware~~not ~~(the~~validly ~~“DGCL”)~~withdrawn, ~~without~~pursuant ato ~~meeting~~the orOffer. ~~vote~~In ofaddition, the ~~Company’s~~Depositary ~~stockholders.~~has ~~Parent~~advised the Company and Merger Sub ~~were~~that, ~~formed~~as of the Offer Expiration Time, 3,236,837 shares of Company Common Stock have been tendered by ~~affiliates~~Notice of ~~Elliott~~Guaranteed ~~Associates~~Delivery, Lrepresenting approximately 4.P40% of the issued and outstanding shares of Company Common Stock as of the Offer Expiration Time., aOn ~~Delaware~~August 7, 2019, ~~limited~~the ~~partnership~~Company, Parent and ~~Elliott~~Merger ~~International~~Sub consummated the Offer, ~~L.P.~~and payment for such shares of Company Common Stock has been made to the Depositary, awhich ~~Cayman~~will ~~Islands~~transmit ~~limited~~such ~~partnership~~payments to tendering Company stockholders whose shares of Company Common Stock have been accepted for payment in accordance with the terms of the Offer.

~~The~~Immediately ~~board~~following ofthe ~~directors~~consummation of the ~~Company~~Offer ~~approved~~on August 7, 2019, pursuant to the ~~Amended~~terms ~~and~~of ~~Restated~~the Merger Agreement and ~~the~~in ~~transactions~~accordance ~~contemplated~~with ~~thereby,~~Section 251(h) ~~including~~of the ~~Offer~~Delaware ~~and~~General ~~the~~Corporation ~~Merger,~~Law ~~following~~ (the ~~recommendation~~“DGCL”) ~~of a special committee consisting solely of independent~~ and ~~disinterested~~without ~~directors~~a tomeeting ~~which~~or ~~the~~a ~~board~~vote of ~~directors of~~ the Company’s ~~had~~stockholders, ~~delegated~~Merger ~~authority~~Sub towas ~~consider~~merged with and ~~negotiate~~into the ~~Amended~~Company ~~and~~(the ~~Restated~~ “Merger”), ~~Agreement~~with ~~and~~ the ~~transactions~~Company ~~contemplated~~continuing ~~thereby~~as ~~(including~~ the ~~Amended~~surviving ~~and~~corporation ~~Restated~~in ~~Support~~the ~~Agreement~~Merger (as ~~defined~~a ~~below)~~wholly ~~and~~owned ~~the~~subsidiary ~~transactions~~of ~~contemplated thereby, as described below)~~Parent.

~~The~~At ~~Offer.~~the ~~Subject~~effective totime of the ~~terms~~Merger (the “Merger Effective Time”) and ~~conditions~~as ~~set~~a ~~forth~~result inthereof, ~~the~~each ~~Amended~~share ~~and~~of ~~Restated~~Company ~~Merger~~Common ~~Agreement,~~Stock noissued ~~later~~and ~~than~~outstanding immediately prior to the ~~tenth~~Merger ~~business~~Effective ~~day~~Time ~~following~~(other ~~the~~than ~~execution~~(x) shares of Company Common Stock held by the ~~Amended~~Company ~~and~~or ~~Restated~~any ~~Merger~~of ~~Agreement~~its subsidiaries, ~~Merger~~including ~~Sub~~as ~~will~~treasury ~~commence~~stock, ~~the~~or ~~Offer~~by ~~for~~Parent ~~all~~or any of ~~the~~its ~~outstanding~~subsidiaries, including any shares of ~~the~~ Company’s Common ~~common~~Stock ~~stock,~~acquired ~~par~~by ~~value~~Merger ~~$0.001~~Sub ~~per~~in ~~share~~the Offer, and (~~the~~y) shares “of Company Common Stock~~”),~~ for awhich ~~price~~stockholders ~~per~~have ~~share~~properly ofexercised ~~$6.50~~statutory ~~(the~~appraisal ~~“Offer~~rights ~~Price”~~pursuant to Section 262 of the DGCL) inwas ~~cash,~~canceled ~~without~~and ~~interest~~converted automatically ~~thereon~~into the right to receive the Offer Price.

~~Extensions~~In ofaddition, ~~the~~pursuant ~~Offer. Subject~~ to the ~~terms and conditions set forth in the Amended and Restated~~ Merger Agreement, at the ~~Offer~~Merger ~~shall~~Effective ~~initially expire at 5:00 p.m.~~Time, ~~New~~each ~~York~~equity ~~City~~award with ~~time,~~respect onto ~~the~~shares ~~date~~of ~~that~~Company isCommon ~~twenty-one~~Stock, ~~business~~other ~~days~~than ~~following~~shares ~~the commencement~~ of ~~the~~Company ~~Offer~~Restricted Stock (~~the~~as ~~“Initial~~defined ~~Offer~~in ~~Expiration Time” and~~ the ~~Initial~~Merger ~~Offer Expiration Time~~Agreement), aswhether itvested ~~may~~or ~~be extended~~unvested, ~~the~~was ~~“Offer~~canceled ~~Expiration~~and ~~Time”).~~converted Ifinto at the ~~scheduled~~right ~~expiration~~to ~~time~~receive ofa ~~the~~cash ~~Offer~~payment ~~any~~in ofan ~~the~~amount ~~conditions~~equal to the ~~Offer~~product ~~(other~~of ~~than the Minimum Condition~~ (~~as defined below~~x) ~~and other than any conditions that by their nature are to be satisfied or waived at~~ the Offer ~~Acceptance~~Price ~~Time~~ (asless ~~defined~~any ~~below))~~applicable ~~have~~strike ~~not~~price ~~been satisfied~~ or ~~waived,~~exercise ~~then~~price) ~~Merger~~and ~~Sub will extend~~ (y) the ~~Offer~~number onof ~~one~~shares ~~or more occasions in consecutive increments~~ of ~~five~~Company ~~business~~Common ~~days,~~Stock ~~until~~subject ~~November~~to ~~15,~~such ~~2019~~award. ~~(the~~For ~~“Outside~~these ~~Date”)~~purposes, ~~to permit~~ the ~~satisfaction~~number of ~~all~~shares ~~Offer~~of ~~conditions.~~Company IfCommon atStock ~~the~~underlying outstanding ~~scheduled~~performance ~~expiration~~stock ~~time~~unit ofawards equaled the ~~Offer~~greater ~~each~~ of ~~the conditions to the Offer~~ (~~other than~~ i) the ~~Minimum~~target ~~Condition~~level ~~and~~of ~~other~~shares ~~than~~under ~~any~~such ~~conditions~~awards ~~that by their nature are to be satisfied~~ or ~~waived at the Offer Acceptance Time~~(ii) ~~have been satisfied or waived but~~ the ~~Minimum~~number ~~Condition~~of ~~has~~shares ~~not~~earned ~~been~~under ~~satisfied,~~such ~~then~~awards ~~Merger~~based ~~Sub~~on ~~will~~performance ~~extend~~through the ~~Offer~~Merger onEffective ~~one~~Time. orImmediately prior ~~more occasions in consecutive increments of five business days, up~~ to the ~~date~~Merger ~~that~~Effective ~~is the 45th calendar day from the Initial Offer Expiration~~ Time, toeach ~~permit~~share ~~the~~of ~~satisfaction~~Company ofRestricted ~~the~~Stock ~~Minimum~~fully ~~Condition.~~vested ~~Additionally~~and, at the ~~Offer~~Merger ~~may~~Effective ~~be extended if required by any applicable law~~Time, ~~including~~was ~~any~~treated ~~rule,~~in ~~regulation, interpretation or position of~~ the ~~Securities~~same ~~and~~manner ~~Exchange Commission (the “SEC”), or~~ in the ~~event~~Merger ~~that~~as ~~the~~all ~~Company~~other ~~brings~~outstanding orshares ~~has brought a legal action to enforce specifically the terms and provisions~~ of ~~the~~Company ~~Amended~~Common ~~and Restated Merger Agreement by Parent or Merger Sub~~Stock.

~~Offer~~In ~~Conditions.~~connection ~~The~~with ~~obligation of Merger Sub to purchase~~ the ~~shares~~consummation of ~~Company Common Stock validly tendered pursuant to~~ the Offer isand ~~subject to the satisfaction or waiver of a number of customary conditions~~Merger, ~~including (1) shares of Company Common Stock having been validly tendered (~~and ~~not~~subject ~~properly withdrawn) prior~~ to ~~the~~payments ~~expiration~~in respect of ~~the~~dissenting ~~Offer that represent~~shares, ~~together with~~ the ~~shares~~aggregate ofconsideration ~~Company~~paid ~~Common Stock then owned~~ by Parent and Merger Sub ~~and~~for ~~its~~all ~~affiliates,~~equity atsecurities ~~least one share more than 50%~~ of the ~~then-outstanding shares of~~ Company ~~Common~~was ~~Stock,~~approximately ~~(2) the expiration or termination of the waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~$488, ~~as amended~~318,083.50, ~~(3)~~without ~~the~~giving ~~absence of any order or law that has the~~ effect ofto ~~enjoining~~related ortransaction ~~otherwise~~fees ~~prohibiting~~and ~~the~~expenses. ~~consummation~~Parent ofand ~~the Offer or the~~ Merger, ~~(4)~~Sub ~~the~~funded ~~accuracy of~~ the ~~Company’s~~consideration ~~representations~~paid ~~and~~to ~~warranties~~stockholders ~~contained~~ in the ~~Amended~~Offer and pursuant ~~Restated Merger Agreement (subject~~ to ~~customary~~the ~~materiality~~Merger ~~qualifiers),~~through ~~(5)~~a ~~the~~combination ~~Company’s performance~~ of ~~its~~equity ~~agreements~~financing ~~and~~from ~~covenants under~~ the ~~Amended~~Sponsors and ~~Restated~~debt ~~Merger~~financing ~~Agreement~~arranged inby ~~all~~Wells ~~material~~Fargo ~~respects and (6) the absence~~Bank, ~~since~~National ~~the~~Association ~~date of the Amended~~ and ~~Restated~~BofA ~~Merger Agreement~~Securities, of any event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Amended and Restated Merger Agreement)Inc. ~~Closing of the Offer is not subject to a financing condition.~~

~~Acceptance~~The ~~and~~foregoing ~~Consummation~~description of the Offer., ~~Promptly following~~ the ~~Offer~~Merger ~~Expiration Time~~ and inthe ~~any~~Merger ~~event~~Agreement nodoes ~~later~~not ~~than~~purport ~~9:00~~to ~~a.m.,~~be ~~New~~complete ~~York~~and ~~City~~is ~~time~~subject to, onand ~~the~~qualified ~~first~~in ~~business~~its ~~day thereafter~~entirety by, ~~Merger~~the ~~Sub~~full ~~will~~text ~~irrevocably~~of ~~accept for payment (~~the ~~time~~Merger ~~of such acceptance for payment~~Agreement, ~~the~~a ~~“Offer~~copy ~~Acceptance Time”) all shares~~ of ~~Company~~which ~~Common~~was ~~Stock~~filed ~~validly~~as ~~tendered~~Exhibit 2.1 ~~and not properly withdrawn pursuant~~ to the ~~Offer.~~Current ~~The~~Report ~~Offer~~on ~~will~~Form 8-K befiled ~~consummated~~by asthe ~~promptly~~Company aswith ~~practicable after~~ the ~~Offer~~SEC ~~Acceptance~~on ~~Time~~June 24, 2019 and inis ~~any~~incorporated herein ~~event~~by ~~no later than the second business day thereafter~~reference.

~~Except~~Item as1.02. ~~set~~Termination ~~forth above, the material terms~~ of ~~the~~a ~~Amended~~Material ~~and~~Definitive ~~Restated Merger~~ Agreement ~~are substantially the same as the terms of the Original Merger Agreement, which was previously filed as Exhibit 2~~.~~1 to the Current Report on Form 8-K filed with the SEC on June 7, 2019.~~

~~The~~On ~~foregoing~~August 7, ~~description of the Amended and Restated Merger Agreement does not purport to be complete and is subject to~~2019, ~~and qualified~~ in ~~its~~connection ~~entirety~~with ~~by,~~ the ~~full~~consummation ~~text~~ of the ~~Amended and Restated~~ Merger ~~Agreement~~, athe ~~copy~~following ofactions ~~which~~were istaken ~~filed as Exhibit 2.1~~ to ~~this~~terminate ~~Current~~the ~~Report~~agreements onidentified ~~Form~~below: ~~8-K and is incorporated herein by reference.~~

The Amended and Restated Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Amended and Restated Merger Agreement, the Offer and the Merger. It is not intended to provide any other factual information about Parent, the Company orCredit ~~their respective subsidiaries or affiliates, including Merger Sub, businesses or equityholders. The representations, warranties and covenants set forth in the Amended and Restated Merger~~ Agreement were made only for the purposes of that agreement and as of specific dates, were made solely for the benefit of the parties to the Amended and Restated Merger Agreement (and the express third party beneficiaries described therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Amended and Restated Merger Agreement instead of establishing these matters as facts, as well as by information contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of Parent, the Company, Merger Sub, or any of their respective subsidiaries, affiliates, businesses, or equityholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Amended and Restated Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Accordingly, representations, warranties and covenants in the Amended and Restated Merger Agreement should not be relied on as characterization of the actual state of facts about Parent, the Company, Merger Sub, or any of their respective subsidiaries, affiliates, businesses, or equityholders.

~~Amended~~The Company terminated its Credit Agreement (the “Credit Agreement”), dated as of August 3, 2015 (as amended by the First Amendment to Credit Agreement, dated as of September 30, 2016 (the “First Amendment”), the Second Amendment to Credit Agreement, dated as of July 13, 2018 (the “Second Amendment”), and ~~Restated~~the ~~Support~~Amendment to Credit Agreement ~~regarding~~Section 7.04, dated as of June 6, 2019 (the “Third Amendment”)), by and among the Company, ~~Shares~~the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto. The material terms of the Credit Agreement, the First Amendment, the Second Amendment and the Third Amendment were previously disclosed in the Current Reports on Form 8-K filed by the Company with the SEC on August 3, 2015, October 6, 2016, July 17, 2018 and June 7, 2019, respectively, and such disclosure is incorporated herein by reference.

~~On June 24, 2019, concurrently with the execution of the Amended and Restated Merger Agreement, Parent, Leonard Riggio, the Chairman of the board of directors of the~~ Company, ~~and~~Incentive ~~certain~~Plan stockholders affiliated with Mr. Riggio (the “Significant Stockholders”), and, solely for purposes of certain provisions, the Company, entered into an Amended and Restated Voting and Support Agreement (the “Amended and Restated Support Agreement”) with respect to shares of Company Common Stock held by the Significant Stockholders. Pursuant to the Amended and Restated Support Agreement, the Significant Stockholders agreed to, among other things and subject to certain conditions, tender their shares of Company Common Stock in the Offer and, at any meeting of stockholders of the Company, vote against certain other matters, so long as such obligations have not terminated in accordance with the terms set forth therein.

~~From~~The Company ~~the~~terminated ~~execution~~its ~~and~~2009 ~~delivery of the~~ Amended and Restated ~~Support~~Incentive ~~Agreement~~Plan ~~until~~ (the ~~earliest~~“Incentive ~~of (a~~Plan”). ~~the~~As ~~Effective~~a ~~Time,~~result ~~(b)~~of the termination of the ~~Amended~~Incentive ~~and~~Plan ~~Restated Merger Agreement in accordance with its terms~~ and ~~(c)~~pursuant to the ~~written~~Merger ~~agreement~~Agreement’s treatment of the ~~Significant~~Company’s ~~Stockholders~~outstanding equity awards, ~~the~~from ~~Company~~ and ~~Parent~~after (the ~~“Termination~~Merger ~~Date”)~~Effective Time, ~~the~~no ~~Significant~~equity ~~Stockholders~~awards ~~have~~or ~~agreed~~other torights ~~transfer restrictions~~ with respect to the Company’s Common Stock ~~held~~will bybe ~~such~~granted ~~Significant~~or ~~Stockholders,~~be ~~including~~outstanding ~~(i)~~under ~~restrictions~~the onIncentive ~~selling,~~Plan. ~~transferring~~The ormaterial ~~disposing~~terms of ~~their~~the ~~shares~~Incentive ofPlan ~~Company~~were ~~Common~~previously disclosed ~~Stock~~in ~~and (ii) restrictions on~~ the ~~ability~~Company’s toDefinitive ~~enter~~Proxy ~~into~~Statement ~~voting~~on ~~agreements~~Schedule 14A orfiled toby ~~grant~~the ~~proxies~~Company ~~or powers of attorney~~ with ~~respect~~the toSEC ~~their~~on ~~shares of Company Common Stock~~July 23, in2012 ~~each case, subject to certain exceptions. The Amended~~ and ~~Restated~~such ~~Support~~disclosure ~~Agreement~~is ~~will~~incorporated ~~terminate~~herein ~~upon~~by ~~the Termination Date~~reference.

~~The~~Rights ~~foregoing description of the Amended and Restated Support~~ Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item~~The 9Company terminated its shareholder Rights Agreement (the “Rights Agreement”), dated as of October 3, 2018 (as amended by Amendment No.011 to Rights Agreement, dated as of June 6, 2019 (the “Amendment to Rights Agreement”)), between the Company and Computershare Trust Company, N.A., ~~Financial~~as ~~Statements~~rights agent. The material terms of the Rights Agreement and ~~Exhibits~~the Amendment to Rights Agreement were previously disclosed in the Current Reports on Form 8-K filed by the Company with the SEC on October 4, 2018 and June 7, 2019, respectively, and such disclosure is incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~2.01. Completion of Acquisition or Disposition of Assets.

Exhibit No.		Description
2.1		Amended and Restated Agreement and Plan of Merger, dated as of June 24, 2019, by and among the Company, Parent and Merger Sub.
10.1		Amended and Restated Voting and Support Agreement, by and among the Significant Stockholders, Parent and the Company, dated as of June 24, 2019.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

~~Caution~~Item ~~Regarding~~3.01. ~~Forward-Looking~~Notice ~~Statements~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~In ~~communication~~connection ~~contains~~with ~~certain forward-looking statements (within~~ the ~~meaning~~consummation of ~~Section 27A of~~ the ~~Securities~~Merger, ~~Act and Section 21E of~~ the ~~Exchange Act) that are based on the beliefs of the~~ Company’s ~~management,~~notified ~~as well as assumptions made by, and information currently available to,~~ the ~~Company’s~~New ~~management.~~York ~~When~~Stock ~~used~~Exchange ~~in this communication,~~ (the ~~words~~ “~~anticipate,~~NYSE” ~~“believe,” “estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,” “projections,”~~) ~~or other words or phrases~~ of ~~similar import or future or conditional verbs such as will, may, might, should, would, could, or similar variations, identify forward-looking statements. These include statements relating to~~ the ~~financial~~consummation ~~and operational impact~~ of the ~~proposed~~Merger ~~transaction~~on August 7, ~~the~~2019. ~~benefits~~Trading of ~~the~~Company ~~proposed~~Common ~~transaction,~~Stock ~~the~~on ~~expected timing of completion of~~ the ~~proposed~~NYSE ~~transaction,~~was assuspended ~~well~~prior as other statements that are not historical facts. These statements reflect only the Company’s current expectations and are not guarantees of future performance or results. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to ~~differ~~market ~~materially~~open ~~from~~on ~~those expressed or implied in~~August 7, ~~or reasonably inferred from, such statements~~2019. ~~These~~The ~~factors~~NYSE ~~include,~~will ~~among~~file ~~others,~~with the ~~timing,~~SEC receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Amended and Restated Merger Agreement; the inability to complete the proposed transaction in a ~~timely~~Notification ~~manner or at all; the possibility that the Minimum Condition may not be satisfied; risks regarding the failure~~ of ~~Parent~~Removal tofrom ~~obtain~~Listing ~~the necessary financing to complete the Offer~~ and ~~the Merger; the risk of any unexpected costs~~ /or ~~expenses~~Registration ~~resulting~~on ~~from~~Form 25 ~~the proposed transaction, the risk of any litigation relating~~ to ~~the~~delist ~~proposed transaction, the risk that the proposed transaction~~ and deregister ~~its announcement could have an adverse effect on~~ the Company’s ~~ability~~Common toStock ~~retain~~under ~~customers~~Section 12(b) ~~and retain and hire key personnel and maintain relationships with its suppliers, customers and other business relationships; risks related to disruption~~ of ~~management’s attention from~~ the ~~Company’s~~Securities ~~ongoing~~Exchange ~~business~~Act ~~operations due to the transaction; the effect~~ of ~~the announcement of the proposed transaction on the Company’s stock~~1934, ~~operating~~as ~~results~~amended ~~and business generally; and~~ (the ~~risk~~“Exchange ~~of stockholder litigation in connection with the proposed transaction~~Act”). ~~All~~The ~~such factors are difficult to predict and are beyond the~~ Company’s ~~control.~~also ~~Additional~~intends ~~factors that could cause results~~ to ~~differ~~file ~~materially~~with ~~from those described above can be found in~~ the ~~Company’s~~SEC ~~most~~a ~~recent~~certification ~~Annual Report~~ on Form ~~10-K~~ 15, asrequesting itthat ~~may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K all of which are available on~~ the Company’s ~~website~~reporting atobligations ~~http://investors.barnesandnobleinc.com/sec-filings~~under Sections 13 and on15(d) ~~the SEC’s website at http://www.sec.gov. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. These forward-looking statements speak only as~~ of the ~~date~~Exchange ofAct ~~this~~be communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is basedsuspended.

~~Additional~~Item ~~Information~~3.03. ~~and~~Material ~~Where~~Modification to ~~Find~~Rights Itof Security Holders.

The ~~tender~~information ~~offer~~set ~~referred~~forth to in ~~this document and~~ the ~~exhibits~~Introductory ~~filed~~Note, ~~herewith~~Item 1.02, ~~has not yet commenced~~Item 3.01 ~~This communication is for informational purposes only~~ and ~~is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell shares~~Item 5.03 ~~It is not a substitute for the tender offer materials that the offeror would file with the SEC upon commencement~~ of ~~the~~this ~~tender~~Current Report ~~offer. At the time the tender offer is commenced, the offeror will file tender offer materials~~ on ~~Schedule TO, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D~~Form 8-9K ~~with~~is ~~the~~incorporated ~~SEC~~herein with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of common stock of the Company at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available) will be made available for free at the SEC’s website at www.sec.gov or by ~~directing a request to the Information Agent for the tender offer who will be named by the offeror in the tender offer materials~~reference.

~~SIGNATURE~~Item 5.01. Changes in Control of Registrant.

~~Pursuant~~The toinformation ~~the~~contained ~~requirements~~in of the ~~Securities~~Introductory ~~Exchange~~Note ~~Act~~ of ~~1934, as amended, the registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form 8-K ~~behalf~~is incorporated herein by ~~the undersigned hereunto duly authorized~~reference.

~~Date:~~Item ~~June~~5.02. ~~24,~~Departure ~~2019~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~BARNES~~In &accordance ~~NOBLE~~with the terms of the Merger Agreement, ~~INC~~(i) each of Leonard Riggio, George Campbell, Jr., Mark D. ~~By:~~Carleton, ~~/s/~~Scott S. ~~Bradley~~Cowen, AWilliam T. ~~Feuer~~Dillard ~~Name:~~II, ~~Bradley~~Al AFerrara, Paul B. ~~Feuer~~Guenther, ~~Title:~~Patricia ~~Vice~~L. ~~President~~Higgins, ~~General~~Irwin D. ~~Counsel~~Simon &and ~~Corporate~~Kimberley A. ~~Secretary~~

Van Der Zon resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) the sole-director of Merger Sub, Elliot Greenberg, became the sole-director of the Company, in each case, effective as of the Merger Effective Time. Biographical and other information with respect to Mr. Greenberg is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent and Merger Sub on July 9, 2019 and is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Merger Effective Time. Copies of the Company’s second amended and restated certificate of incorporation and second amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 8.01. Other Events.

On August 7, 2019, the Company and the Sponsors issued a press release announcing the consummation of the Offer and the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Third Amended and Restated Certificate of Incorporation of the Company.

3.2		Second Amended and Restated By-laws of the Company.

99.1		Press Release issued by the Company and the Sponsors on August 7, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2019


BARNES & NOBLE, INC.

By:		/s/ Bradley A. Feuer
Name:		Bradley A. Feuer
Title:		Vice President, General Counsel & Corporate Secretary

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