Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
BARNES & NOBLE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
06-1196501
(I.R.S. Employer Identification No.)
122 Fifth Avenue
New York, New York 10011
(212) 633-3300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
_________________
Leonard Riggio
Chairman of the Board
Barnes & Noble, Inc.
122 Fifth Avenue
New York, New York 10011
(212) 633-3300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
_________________
Copies To:
Jay M. Dorman, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 541-2000
_________________
Approximate date of commencement of proposed sale to public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier registration statement for the same offering: [ ] ______________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering: [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Proposed
Maximum Proposed Amount
Aggregate Maximum of
Title of Amount Price Aggregate Registra-
Shares to to be Per Offering tion
be Registered Registered Unit(1) Price(1) Fee
- -----------------------------------------------------------------------------
Common Stock,
$.000001
par value 450,000 shares $32.25 $14,512,500 $4,035
- -----------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock on the New York Stock Exchange on December 22, 1998.
_________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
The information in this prospectus is not complete and may be changed. The
Selling Stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 24, 1998
450,000 Shares
BARNES & NOBLE, INC.
Common Stock
The Shares covered by this Prospectus are for sale by The Riggio
Foundation and Dia Center for the Arts. Barnes & Noble will not receive any
money from those sales.
The Shares have been gifted to the Selling Stockholders by Leonard
Riggio. Mr. Riggio is the Chairman and Chief Executive Officer of Barnes &
Noble, and he is also its principal stockholder.
The Common Stock is traded on the New York Stock Exchange under the
symbol "BKS". The closing sale price for the Common Stock on the New York
Stock Exchange was $34.4375 per share on December 23, 1998.
No underwriting is being used to sell Shares, so there will be no
underwriting discounts. Normal brokerage commissions, discounts and fees
will be paid by the Selling Stockholders.
See "Risk Factors" on Page 2 for certain risks you should consider
before you purchase any Shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a
criminal offense.
You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you
with information that is different. This document may only be used where it
is legal to sell these securities. The information in this document may only
be accurate on the date of this document.
The date of this Prospectus is December , 1998.
<PAGE>
THE COMPANY
Barnes & Noble, Inc. is the largest retail bookseller in the United
States. It operates 519 Barnes & Noble bookstores and 506 B. Dalton
bookstores nationwide as of November 28, 1998. The Company also has a 50%
interest in barnesandnoble.com, which is a leading bookseller on the World
Wide Web and the exclusive bookseller on America Online. The Company also
publishes books under its "Barnes & Noble Books" imprint for exclusive sale
through the Company's retail stores, mail-order catalogs and Web site. The
Company's principal executive offices are located at 122 Fifth Avenue, New
York, New York 10011 and its telephone number is (212) 633-3300.
RISK FACTORS
Before buying any Shares, you should consider the factors below, along
with the other information in this Prospectus and the other documents to
which we have referred you.
Expansion Strategy
The Company's growth depends in part on its ability to open new stores
and operate them profitably. The Company opened 50 stores in the current
fiscal year and expects to open about the same number of stores next year.
The Company's planned expansion is dependent on a number of factors. These
include the availability of suitable store locations and the ability to
obtain acceptable lease terms. Even if the Company finds suitable locations,
other retailers may also want those sites. This may cause the Company to
lose those sites or pay more for a site than it would prefer.
Seasonality
The retail business is seasonal, and a significant portion of the
Company's sales and operating profit are generated during the Christmas
selling season. As a result, the Company's annual earnings are heavily
dependent on the results of the Christmas selling season.
Competition
The retail bookselling business is highly competitive. The Company
competes with many different retail booksellers. These include thousands of
independent booksellers who operate one store or a few stores in a local
area, operators of other bookstore chains, either nationwide or in a
particular region of the country, department stores that have book
departments, drugstores, newsstands and other locations that sell mass market
paperbacks, warehouse clubs, book clubs and Internet book retailers.
Competition could reduce Company sales. It also may cause the Company to
reduce its prices, which could reduce profits.
Internet Operations
The Company's Internet business, barnesandnoble.com, has been operating
since the Spring of 1997. Like most Internet retailing ventures, it has not
operated at a profit. Through October 31, 1998, it had accumulated net
losses of $42.8 million. These losses were offset recently by the $300
million investment made by Bertelsmann AG for 50% of barnesandnoble.com. The
Company expects barnesandnoble.com to continue to spend significant amounts
to grow its Internet business, including amounts for advertising, strategic
alliances like those with America Online and Lycos, and technology and
equipment improvements. barnesandnoble.com has $200 million available from
the Bertelsmann investment to pay for those items. The Company believes
those expenditures will result in increased sales and eventually in profits.
However, there is no guarantee that that will happen.
Because Internet retailing is still in a relatively early stage of
development, there is no guarantee that use of the Internet for retail
purchases will become widespread. Consumer concerns about privacy and
security may hinder the growth of Internet retailing. The Company also may be
unable to develop new strategic alliances to increase consumer traffic to the
Company's Web site. The Company may be unsuccessful in renewing existing
strategic alliances or, if they are renewed, it may be at higher cost.
Year 2000 Compliance
Many computer systems and software use only two digits to identify the
year of any date. Beginning in the year 2000, these systems and software
will need to use four digits to distinguish 21st century dates from 20th
century dates. As a result, computer systems and software used by the
Company and other companies may need to be upgraded to comply with these
"Year 2000" requirements. The Company has been working to address this
problem by testing its systems and making changes where necessary. The
Company has also been working with other companies that supply it goods and
services to determine if their systems will meet Year 2000 requirements. It
is not clear what effects will result from noncompliance with these
requirements. These effects could include an inability of the Company or its
suppliers to process transactions, send invoices or conduct other normal
business activity. These effects could significantly impact the Company's
profitability.
USE OF PROCEEDS
All of the Shares to be sold under this Prospectus will be sold by the
Selling Stockholders. The Company will not receive any of the proceeds of
those sales.
SELLING STOCKHOLDERS
The table below shows certain information about the Shares covered by
this Prospectus and other shares of Company Common Stock beneficially owned
by the Selling Stockholders on the date of this Prospectus. This table
assumes that all Shares covered by this Prospectus will be sold by the
Selling Stockholders and that no additional shares of Common Stock are bought
or sold by any Selling Stockholder.
Number of Number Percentage
Number of Shares of Shares of Shares
Shares Covered by to be to be
Beneficially this Held After Held After
Owned Prospectus Offering Offering
------------ ---------- ---------- ----------
Dia Center for the Arts 150,000 150,000 0 0
The Riggio Foundation 1,548,500 300,000 1,248,500 1.8%
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders, or
by their pledgees, donees, transferees or other successors-in-interest.
Sales may be made on one or more exchanges or in the over-the-counter market,
or otherwise, at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions. Transactions
in which the Shares may be sold include but are not limited to: (1) a block
trade in which a broker or dealer will attempt to sell Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (2) purchases by a broker or dealer as principal and resale by
or for that broker or dealer under this Prospectus; (3) ordinary brokerage
transactions and transactions in which the broker solicits buyers; and (4)
through put or call option transactions relating to the Shares or short sales
of Shares. In addition, any Shares which qualify for sale under Rule 144 of
the Securities Act of 1933 may be sold under that Rule instead of under this
Prospectus.
The Selling Stockholders may effect transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as
agents or principals. These broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of Shares for whom these broker-dealers may act as
agent or to whom they may sell as principal, or both. The Selling
Stockholders and any broker-dealers that act in connection with the sale of
the Shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The expenses of the registration of the Shares, and any commissions,
discounts and brokerage fees payable to broker-dealers in connection with the
sale of Shares, will be paid by the Selling Stockholders.
LEGAL MATTERS
Certain legal matters in connection with the Shares have been passed
upon for the Company by Robinson Silverman Pearce Aronsohn & Berman LLP, 1290
Avenue of the Americas, New York, New York 10104. Michael N. Rosen, a senior
member of Robinson Silverman Pearce Aronsohn & Berman LLP, is a Director and
Secretary of the Company and is deemed to be the beneficial owner of 52,000
shares of Common Stock.
EXPERTS
The financial statements of the Company included in the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998 and
incorporated by reference into this Prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, to the extent and for
the periods set forth in their report incorporated into this Prospectus by
reference, and are incorporated into this Prospectus in reliance upon that
report given upon the authority of BDO Seidman, LLP as experts in auditing
and accounting.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and files reports, proxy statements and other
information with the Securities and Exchange Commission. These reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at its offices at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
or at the Commission's regional offices located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these
materials can also be obtained by mail from the Public Reference Section of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. For further information on the operation of the
public reference rooms, please call 1-800-SEC-0330. The Commission also
maintains a Web site containing reports, proxy statements and other
information regarding registrants that file electronically. The address of
that Web site is http://www.sec.gov.
In addition, the Common Stock is listed on the New York Stock Exchange
under the symbol "BKS", and reports, proxy statements and other information
concerning the Company can be inspected and copied at the New York Stock
Exchange 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933 regarding the Common Stock covered
by this Prospectus. This Prospectus does not contain all of the information
set forth in the Registration Statement and its exhibits, as permitted by the
rules and regulations of the Commission. For further information about the
Company and the Common Stock, you should refer to the Registration Statement
and its exhibits, copies of which may be inspected and copied at the Public
Reference Section of the Commission referred to above.
The Company also furnishes its stockholders with annual reports
containing audited financial statements, quarterly reports containing
unaudited financial statements for the first three quarters of each fiscal
year and proxy material for the Company's annual meetings.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
into this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 2, 1998;
(3) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 1, 1998;
(4) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1998;
(5) the Company's Report on Form 8-K dated July 15, 1998;
(6) the Company's Report on Form 8-K dated November 12, 1998; and
(7) the description of the Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A filed with the
Commission on September 2, 1993.
All documents filed by the Company under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus should be considered incorporated by reference into this
Prospectus from the date they are filed, unless the Company files a post-
effective amendment indicating that all Shares have been sold or
deregistering all unsold Shares. You should consider those subsequent
filings as modifying or superceding the statements contained in this
Prospectus or in prior documents to which you were referred.
By your written or oral request, you may obtain from the Company,
without charge, a copy of any document to which you have been referred (other
than exhibits, unless you have been specifically referred to them). Written
requests should be directed to: Director of Investor Relations, Barnes &
Noble, Inc., 122 Fifth Avenue, New York, New York 10011. The Company's
telephone number is (212) 633-3300.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table itemizes the expenses of the Selling Stockholders in
connection with the offering of the Shares being registered. All the amounts
shown are estimates except the Securities and Exchange Commission
registration fee.
Item Amount
Securities and Exchange Commission Registration Fee. . . . $ 4,035
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . 965
__________
TOTAL . . . . . . . . . . . . . . . . . . . $ 10,000
__________
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law and Article X of the
Company's By-laws provide for the indemnification of the Company's directors
and officers in a variety of circumstances, which may include liabilities
under the Securities Act of 1933, as amended (the "Securities Act").
Article X of the Company's By-laws generally requires the Company to
indemnify its directors and officers against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses incurred
in connection with the investigation, defense, settlement or appeal of any
type of action, whether instituted by a third party or a stockholder (either
directly or derivatively) and including specifically, but without limitation,
actions brought under the Securities Act and/or the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
In addition, the Company's Certificate of Incorporation, as amended,
contains a provision which eliminates the personal liability of a director to
the Company and its stockholders for certain breaches of his or her fiduciary
duty of care as a director. This provision does not, however, eliminate or
limit the personal liability of a director (i) for any breach of such
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the Delaware statutory provision making
directors personally liable, under a negligence standard, for unlawful
dividends or unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
This provision offers persons who serve on the Board of Directors of the
Company protection against awards of monetary damages resulting from breaches
of their duty of care (except as indicated above), including grossly
negligent business decisions made in connection with takeover proposals for
the Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director
for a breach of his or her duty of care has been limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his or her duty of
care.
It is currently unclear as a matter of law what impact these provisions
will have regarding securities law violations. The Securities and Exchange
Commission takes the position that indemnification of directors, officers and
controlling persons against liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act and therefore is
unenforceable.
Item 16. Exhibits
5.1 Opinion of Robinson Silverman Pearce Aronsohn & Berman LLP as to
legality of securities being registered.
23.1 Consent of Robinson Silverman Pearce Aronsohn & Berman LLP
(included as part of Exhibit 5.1).
23.2 Independent Auditors' Consent of BDO Seidman, LLP.
24.1 Power of attorney (included on signature page).
Item 17. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any Prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in the post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
in initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The Company hereby further undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
December 22, 1998.
BARNES & NOBLE, INC.
By: /s/ Leonard Riggio
__________________________________
Leonard Riggio, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Leonard Riggio, Stephen Riggio
and Michael N. Rosen, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact and agent or any of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.
Name Title Date
- ---- ----- ----
/s/Leonard Riggio Chairman of the Board and December 22, 1998
- ---------------------- Chief Executive Officer
Leonard Riggio (Principal Executive Officer)
/s/Marie J. Toulantis Executive Vice President, Finance December 22, 1998
- ---------------------- (Principal Finance and Accounting
Marie J. Toulantis Officer)
/s/Matthew A. Berdon Director December 22, 1998
- ----------------------
Matthew A. Berdon
/s/William Dillard, II Director December 22, 1998
- ----------------------
William Dillard, II
/s/Jan Michiel Hessels Director December 22, 1998
- ----------------------
Jan Michiel Hessels
/s/Irene R. Miller Director December 22, 1998
- ----------------------
Irene R. Miller
/s/ Margaret Monaco Director December 22, 1998
- ----------------------
Margaret Monaco
/s/Stephen Riggio Vice Chairman and Director December 22, 1998
- ----------------------
Stephen Riggio
/s/Michael N. Rosen Secretary and Director December 22, 1998
- ----------------------
Michael N. Rosen
/s/ William Sheluck, Jr. Director December 22, 1998
- ----------------------
William Sheluck, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Page Number in Signed
No. Description Registration Statement
5.1 Opinion of Robinson Silverman Pearce Aronsohn
& Berman LLP, counsel to the Company, as to
the legality of securities being registered.
23.1 Consent of Robinson Silverman Pearce Aronsohn
& Berman LLP (included as part of Exhibit 5.1).
23.2 Independent Auditor's Consent of BDO Seidman, LLP.
24.1 Power of Attorney (included on signature page
of this Registration Statement).
Exhibit 5.1
ROBINSON SILVERMAN PEARCE ARONSOHN & BERMAN LLP
1290 Avenue of the Americas
New York, New York 10104
December 24, 1998
Barnes & Noble, Inc.
122 Fifth Avenue
New York, New York 10011
Re: Barnes & Noble, Inc.
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Barnes & Noble, Inc., a Delaware
corporation (the "Company"), on or about the date hereof with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 450,000 shares of the Company's common
stock, par value $.001 per share (the "Common Stock") on behalf of certain of
the Company's stockholders.
We are familiar with the Amended and Restated Certificate of
Incorporation, as amended, and the By-laws of the Company and have examined
originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, evidence of corporate action, certificates and other
instruments, and have made such other investigations of law and fact, as we
have deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, it is our opinion that:
(a) The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
(b) The 450,000 shares of Common Stock being registered for the
account of certain of the Company's stockholders have been duly authorized
and are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name wherever appearing in
such Registration Statement, including the Prospectus consisting a part
thereof, and any amendment thereto. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ Robinson Silverman Pearce
Aronsohn & Berman LLP
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Barnes & Noble, Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated March 10, 1998, relating to the consolidated financial statements of
Barnes & Noble, Inc. appearing in the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1998.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
BDO SEIDMAN, LLP
New York, New York
December 22, 1998
