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) June 1, 2005 Books-A-Million, Inc. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-20664 63-0798460 ------------------------------------------------------------------------------- (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 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. Incentive Award Plan On June 1, 2005, the stockholders of Books-A-Million, Inc. (the "Company") approved the Books-A-Million 2005 Incentive Award Plan (the "Plan"). The Board of Directors of the Company previously adopted the Plan subject to stockholder approval. As of the date herein, no awards have been granted under the Plan. A full description of the Plan, including a copy of the Plan, was previously filed as part of the Company's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 1, 2005 and it is incorporated herein by reference. 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 _June 7, 2005_____ _____________/s/ Richard S. Wallington______ ------------------------- (Signature) Name: Richard S. Wallington Title: Chief Financial Officer