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Form 8-K BOOKS A MILLION INC For: Nov 13

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November 13, 2014 4:38 PM EST



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):��November 13, 2014


��������������������������������BOOKS-A-MILLION, INC.��������������������������������
(Exact Name of Registrant as Specified in its Charter)


� � � � �
Delaware
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0-20664
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63-0798460
(State of Incorporation)
 �
(Commission File Number)
 �
(IRS Employer Identification Number)


402 Industrial Lane
Birmingham, Alabama��������������������������������������������������������������������������������������������������������������������� 35211
�(Address of principal executive offices, including zip code)

(205) 942-3737
(Registrants telephone number, including area code)



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:

[��]��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))



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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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����On November 13, 2014, the Board of Directors (the Board) of Books-A-Million, Inc. (the Company) appointed Ronald J. Domanico to the Board and to the Audit Committee of the Board. The appointment is effective immeadiately.��The Board has determined that Mr. Domanico is an independent director under the applicable independence requirements of the NASDAQ Stock Market and the Securities�and�Exchange Commission�(the SEC). Mr. Domanico is filling the vacancy on the Board�created by�the retirement of Mr. Albert C. Johnson, which became effective on May 30, 2014. As a result of Mr. Domanico's appointment to the Audit Committee, the Company will once again be in compliance with Rule 5605(c)(2)(A) of the NASDAQ Listing Rules, which requires that the Audit Committee of the Board be comprised of at least three directors who meet certain independence and other requirements.��Mr. Domanico�will stand for re-election at the Company's annual meeting of stockholders in 2015.
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����Mr. Domanico, 56, served with HD Supply (HDS) as its Senior Vice President and Chief Financial Officer from April 2010 until December 2013.��Mr. Domanico retired from HDS as of April 2014. Prior to joining HDS, Mr. Domanico was Senior Vice President and Chief Financial Officer of Caraustar Industries, Inc. from 2002 until 2009.��He was also a member of the Caraustar Industries,�Inc. board of directors during this time.��Prior to joining Caraustar, Mr. Domanico was Executive Vice President and Chief Financial Officer�of AHL Services, Inc. from 2000�to 2012.��From 1981 to 2000, he worked at Kraft Foods and Nabisco in progressively senior roles of increasing responsibility in financial management, operations, planning and business development.��Ultimately serving as Senior Vice President and Chief Financial Officer for Nabisco International and Chief Executive Officer for Nabisco Asia.��Mr. Domanico brings to the Board extensive public company experience and significant experience�dealing with financial, strategic and operational issues.
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����Mr. Domanico will participate in the Companys outside director compensation and restricted stock program, as�detailed in the Companys proxy statement filed with the Securities and Exchange Commission on May 2, 2014.
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����There are no arrangements or understandings between Mr. Domanico and any other person pursuant to which Mr. Domanico was�appointed to the Board. Additionally, there are no related person transactions involving Mr. Domanico and the Company that would require disclosure under item 404(a) of Regulation S-K promulgated by the SEC.
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Item 8.01.
Other Events.
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����On November 13, 2014, the Company issued a press release announcing the appointment of Mr. Domanico to the Board and the Audit Committee of the Board. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01.
Financial Statements and Exhibits.
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(d) Exhibits.

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Exhibit No.
Document Description

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99.1
Press Release, dated November 13, 2014

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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.
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BOOKS-A-MILLION, INC.
�
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By:
 �
/s/ R. Todd Noden
� � �
R. Todd Noden
Executive Vice President and Chief Financial Officer


Dated: November 13, 2014

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EXHIBIT INDEX
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Exhibit No.
Document Description

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99.1
Press Release, dated November 13, 2014

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News Release

402 Industrial Lane
Birmingham, AL��35211
205-942-3737

Contact:��������R. Todd Noden
Executive Vice President and Chief Financial Officer
(205) 909-4808


BOOKS-A-MILLION, INC. ANNOUNCES NEW DIRECTOR


BIRMINGHAM, AL (November 13, 2014)  Books-A-Million, Inc. (NASDAQ: BAMM) today announced that the Companys Board of Directors has appointed Ronald J. Domanico to serve as a member of the Board and a member of the Audit Committee of the Board effective immediately. Mr. Domanico will stand for re-election at the Companys annual meeting of stockholders in 2015.��Mr. Domanico, 56, is recently retired from HD Supply (HDS), where he served as Senior Vice President and Chief Financial Officer.��While at HDS, Mr. Domanico played a key role in the companys successful IPO in 2013.��Prior to HDS, Mr. Domanico was Senior Vice President, Chief Financial Officer, and a member of the board of directors of Caraustar Industries, Inc. from 2002 to 2009.��Prior to Caraustar, Mr. Domanico held various senior financial management positions, most notably Senior Vice President and Chief Financial Officer of Nabisco International.

We are very fortunate to have identified a director of the caliber and experience that Ron possesses, said Clyde B. Anderson, the Executive Chairman of the Board of Directors of the Company, commenting on Mr. Domanicos appointment. Ron is a seasoned financial executive that brings a depth of experience in finance, strategy, and operational matters to our Board.

ABOUT BOOKS-A-MILLION, INC.
Books-A-Million, Inc. is one of the nations leading book retailers and sells on the Internet at www.booksamillion.com. The Company presently operates 261 stores in 33 states and the District of Columbia. The Company operates large superstores under the names Books-A-Million (BAM!), Books & Co. and 2nd & Charles and traditional bookstores operating under the names Bookland and Books-A-Million. Also included in the Companys retail operations is the operation of Yogurt Mountain Holding, LLC, a retailer and franchisor of self-serve frozen yogurt stores with 44 locations. The Company also develops and manages commercial real estate investments through its subsidiary, Preferred Growth Properties, which presently include four retail shopping centers.�The common stock of Books-A-Million, Inc. is traded on the NASDAQ Global Select Market under the symbol BAMM. For more information, visit the Companys corporate website at�www.booksamillioninc.com.

Follow Books-A-Million on Twitter (http://twitter.com/booksamillion) and like us on Facebook (http://facebook.com/booksamillion).

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. A number of factors could cause actual results, performance, achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the competitive environment in the book retail industry in general and in the Company's specific market areas; inflation or deflation; economic conditions in general and in the Company's specific market areas, including the length of time that the United States economy remains in the current state of limited economic growth; the number of store openings and closings; the profitability of certain product lines and business segments, capital expenditures and future liquidity; liability and other claims asserted against the Company; the impact of electronic books and e-content; uncertainties related to the Internet and the Company's Internet operations; the successful development of the properties held by the Company in connection with the Companys real estate development and management segment; the Companys ability to lease the properties; and the factors described in Part I, Item 1A, Risk Factors in the Companys Annual Report on form 10-K for the year ended February 1, 2014. In addition, such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Given these uncertainties, stockholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements. Please refer to the Companys annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. The Company disclaims any obligations to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

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