I wonder if anyone has comments on the BKS's SEC filing for BNBN at
sec.gov.
I was searching for information concerning critical dates which might give a clue as to the
possible DATE of the IPO. Below I cut and pasted a couple sections. Take a look at the
last one titled (d). There is a critical date of April 30, 1999.
I cannot say what it definitely means, but I would like to think that there is some motivation
to get the IPO out before the end of April. I know they should want to take advantage of
the IPO-hungry market... but maybe there are contractual motivations as well. I don't
know.
BTW, BKS should have heard back from the SEC today. My understanding is the SEC
has 30 days to respond to IPO filings, and BKS filed the last of their ammendments on
April 18. So perhaps on Monday or early next week we'll get the good news and they will
announce a date. If they gain just 5/8 point a day (like today) until the IPO, we will all do
well. Of course, MUCH higher gains are possible.
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FORMATION AGREEMENT
AMONG
BERTELSMANN AG, BOL.US ONLINE, INC.,
BARNES & NOBLE, INC.,
barnesandnoble.com inc.,
B&N.com Holding Corp. and B&N.com Member Corp
Effective As of 11:59 PM, October 31, 1998
FORMATION AGREEMENT
This FORMATION AGREEMENT is dated as of November 12, 1998 (the "Closing
Date"), but effective as of 11:59 PM on October 31, 1998 (the "Effective Date"),
by and among Bertelsmann AG, an Aktiengesellschaft organized and existing under
the laws of Germany, with offices located at Carl-Bertelsmann-Strasse 270, 33311
Gutersloh, Germany ("BAG"), BOL.US Online, Inc., a Delaware corporation, with
offices located at 1540 Broadway, New York, New York 10036 ("USO"), Barnes &
Noble, Inc., a Delaware corporation, with offices located at 122 Fifth Avenue,
New York, New York 10011 ("BN"), barnesandnoble.com inc., a Delaware
corporation, with offices located at 76 Ninth Avenue, New York, New York 10011
("Transferor"), B&N.com Member Corp., a Delaware corporation, with offices
located at 76 Ninth Avenue, New York, New York 10011 ("B&N.com Member") and
B&N.com Holding Corp., a Delaware corporation, with offices located at 122 Fifth
Avenue, New York, New York 10011 ("B&N.com Holding").
.
.
.
ARTICLE VII
TERMINATION
Section 7.1 Termination. This Agreement may be terminated before the
Closing Date only as follows:
(a) By written agreement of Transferor and USO at any time.
(b) By USO, by written notice to Transferor at any time, if,
through no fault of USO, one or more of the conditions specified in Section 6.1
is not satisfied at the time at which the Closing would otherwise occur
(provided that Transferor shall have fifteen (15) days after written notice to
cure such conditions) or satisfaction of such a condition is or becomes
impossible.
(c) By Transferor, by written notice to USO at any time, if,
through no fault of Transferor, one or more of the conditions specified in
Section 6.2 is not satisfied at the time at which the Closing would otherwise
occur (provided that USO shall have fifteen (15) days after written notice to
cure such conditions) or satisfaction of such a condition is or becomes
impossible.
(d) By Transferor or USO, by written notice to the other, if,
through no fault of the terminating party, the Closing has not taken place for
any reason on or before April 30, 1999.
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