SC 13D 1 d8644075_13d.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

 

Build-A-Bear Workshop, Inc.
(Name of Issuer)

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

120076104
(CUSIP Number)

 

Frederick Tucker Golden

c/o Solas Capital Management, LLC

1063 Post Road, 2nd Floor

Darien, CT 06820

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

November 12, 2020
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

 
 

CUSIP No. 120076104    

 

1. NAME OF REPORTING PERSON  
     
     
  Solas Capital Management, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [_]
    (b) [X]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,500,000  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER   [_]
     
  1,500,000  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
 

PERSON

 

 
  1,500,000  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  9.6%  

 

14. TYPE OF REPORTING PERSON  
     
  IA  
     
     

 

 
 

 

CUSIP No. 120076104    

 

1. NAME OF REPORTING PERSON  
     
     
  Frederick Tucker Golden  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [_]
    (b) [X]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,500,000  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER   [_]
     
  1,500,000  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
 

PERSON

 

 
  1,500,000  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  9.6%  

 

14. TYPE OF REPORTING PERSON  
     
  IN, HC  
     
     

 

 
 

 

 

Item 1. Security and Issuer.  

 

This Schedule 13D relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Build-A-Bear Workshop, Inc., a Delaware corporation (the “Issuer”).  The principal executive office and mailing address of the Issuer is 415 South 18th St., St. Louis, Missouri 63103.
 
 

 

Item 2. Identity and Background.  
   
(a), (b), (f) The names of the persons filing this Statement (the “Reporting Persons”) are Solas Capital Management, LLC, a Delaware limited liability company (“Solas”) and Frederick Tucker Golden, a United States Citizen (“Mr. Golden”).  Mr. Golden is the managing member of Solas.   
   
  The business address of each Reporting Person is c/o Solas Capital Management, LLC, 1063 Post Road, 2nd Floor, Darien, CT  06820.   
   
(c) The principal business of each Reporting Person is investment management.  
   
(d), (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
   
Item 3. Source and Amount of Funds or Other Consideration.  

 

No borrowed funds were used to purchase the Shares other than any borrowed funds used for working capital purposes in the ordinary course of business.

 

 Item 4. Purpose of Transaction.  
     

 

The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

The Reporting Persons have periodically engaged in, and may continue to engage in, discussions with management and the Board of Directors of the Issuer (the “Board”) as well as other stockholders and third parties concerning the business, operations, assets and future plans of the Issuer.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial performance and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, further communications with management and the Board of the Issuer, nominating or recommending candidates to serve as members of the Board, having discussions with other stockholders and potential nominees to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

 

 
 

 

Item 5. Interest in Securities of the Issuer.  
     
(a), (b) According to the Issuer’s Form 10-Q filed on September 10, 2020, there were 15,591,553 Shares issued and outstanding as of September 7, 2020.    
     
 

Solas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,500,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,500,000 Shares.

 

Mr. Golden has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,500,000 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,500,000 Shares.

 
     
(c)

There have been no transactions in the Shares by the Reporting Persons in the past sixty days.

 

 
(d) Not applicable  
     
(e) Not applicable  

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect  
  to Securities of the Issuer.  
     
  Not applicable  

 

Item 7. Material to be Filed as Exhibits.  
     
  Exhibit A: Joint Filing Agreement  
     

 

 
 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 12, 2020

   
 

Solas Capital Management, LLC

 

 

  By: /s/ Frederick Tucker Golden
   
  Name: Frederick Tucker Golden
  Title:   Managing Member
   
   
  Frederick Tucker Golden
   
  /s/ Frederick Tucker Golden
   

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 
 

 

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13D dated November 12, 2020 relating to the Common Stock, par value $0.01 per share of Build-A-Bear Workshop, Inc. shall be filed on behalf of the undersigned.

   
 

Solas Capital Management, LLC

 

 

 

By: /s/ Frederick Tucker Golden

 

  Name: Frederick Tucker Golden
  Title:   Managing Member
   
   
  Frederick Tucker Golden
   
  /s/ Frederick Tucker Golden