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) September 20, 2005
Books-A-Million, Inc.
______________________________________________________________________________
(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
_____________________________________________ _________________
(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 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing
Rule or Standard; Transfer of Listing.
On September 20, 2005, Books-A-Million, Inc. (the "Company") received a
notification from the staff of The Nasdaq Stock Market that, due to the
Company's failure to file on a timely basisits quarterly report on Form 10-Q for
the 13 weeks ended July 30, 2005, as required by Nasdaq Marketplace Rule
4310(c)(14), the Company's common stock is subject to potential delisting from
The Nasdaq Stock Market at the opening of business on September 29, 2005. The
Company will request a hearing before a Nasdaq Listing Qualifications Panel (the
"Panel") to ask for a waiver of the compliance failure until the Company files
its From 10-Q for the 13 weeks ended July 30, 2005. The Company intends to
become current in its filing obligations as soon as possible. The Company
previously announced that it would not be able to file its Form 10-Q for the 13
weeks ended July 30, 2005, as a result of management's ongoing evaluation of the
Company's internal control over financial reporting for such period. The
Company's appeal to the Panel will automatically stay the delisting of its
common stock pending the Panel's review and determination. There can be no
assurance that the Panel will grant the Company's request for continued listing.
The Company's stock will remain listed on The Nasdaq National Market under the
trading symbol "BAMME" during the pendency of the Panel's review and
determination.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On September 21, 2005, the Company issued a press release advising that it
had received a notification of potential delisting from the staff of The Nasdaq
Stock Market, Inc. Attached hereto as Exhibit 99.1 is a copy of the Company's
press release, which is hereby incorporated by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
99.1 Press Release dated September 21, 2005
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: September 21, 2005
_______/s/ Richard S. Wallington__________
(Signature)
Name: Richard S. Wallington
Title: Chief Financial Officer