8-K
1 800 Flowers Com Inc (FLWS)
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
August 3, 2020
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-26841 | 11-3117311 |
|---|---|---|
| (State of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
One Old Country Road, Suite 500
Carle Place, New York 11514
(Address of principal executive offices) (Zip Code)
(516) 237-6000
(Registrant's telephone number, including area code)
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 registrants 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock | FLWS | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 3, 2020, 800-Flowers, Inc. (“Purchaser”), a wholly-owned subsidiary of 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), completed its purchase of all of the issued and outstanding membership interests of PersonalizationMall.com, LLC, a Delaware limited liability company (“Personalization Mall”) pursuant to the previously reported Purchase Agreement, dated as of February 14, 2020 and as amended on July 20, 2020, by and between the Company and Purchaser, Bed Bath & Beyond Inc., a New York corporation (the “Seller”) and Personalization Mall (the “Purchase Agreement”). The aggregate consideration payable by the Company in exchange for all of the outstanding membership interests of Personalization Mall was $245.0 million in cash (subject to certain working capital and other adjustments). Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase Agreement.
Additional information and details of the Purchase Agreement were previously disclosed in the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on February 18, 2020 and July 22, 2020. Any description of the Purchase Agreement is qualified in its entirety by reference to the complete copy of the Purchase Agreement which was included as Exhibit 2.1 in the Current Report on Form 8-K filed on February 18, 2020, and the complete copy of the Amendment to the Purchase Agreement which was included as Exhibit 10.1 in the Current Report on Form 8-K filed on July 22, 2020, which are incorporated by reference herein.
Item 8.01 Other Events.
On August 3, 2020, the Company issued a press release announcing that it had closed the acquisition contemplated by the Purchase Agreement. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. As permitted by Item 9.01(a)(4) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. As permitted by Item 9.01(b)(2) of Form 8-K, the Company will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 3, 2020. |
Special Note Regarding Forward-Looking Statements:
This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements regarding the Company’s ability to achieve the expected results of Personalization Mall; its ability to successfully integrate the acquired businesses and assets; its ability to cost effectively acquire and retain customers; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and the impact of the Covid-19 pandemic on the Company and Personalization Mall. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this report or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, please refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
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SIGNATURE
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.
| 1-800-FLOWERS.COM, INC. | |
|---|---|
| By: | /s/ William E. Shea |
| William E. Shea | |
| Senior Vice President, Treasurer and | |
| Chief Financial Officer |
Date: August 4, 2020
| Exhibit 99.1 |
|---|
1-800-FLOWERS.COM, Inc.® Completes Its Acquisition of PersonalizationMall.com®
| ● | Acquisition adds a leading online retailer of personalized products to the Company’s unique business platform that focuses on inspiring more human expression, connection, and celebration. |
|---|
Carle Place, NY, August 3, 2020 – 1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS) (the “Company”), a leading provider of gifts designed to help customers express, connect and celebrate, today announced that it has completed its acquisition of PersonalizationMall.com®, a leading ecommerce provider of personalized products that offers thousands of products available with a broad range of innovative personalization options.
Chris McCann, CEO, 1-800-FLOWERS.COM, Inc., said, “The addition of PersonalizationMall.com to our unique business platform, including our all-star family of brands, significantly enhances our ability to help our customers engage and stay connected with the important people in their lives. Like our leading brand positions in Gourmet Food and Flowers, the broad assortment of products and customization processes offered by PersonalizationMall.com makes it a leader in the growing market for personalized gifts.”
McCann noted that the addition of PersonalizationMall.com will increase the Company’s annual revenue run rate to more than $1.6 billion. “We expect PersonalizationMall.com to be accretive to our results for fiscal 2021 and we look forward to building on this base to grow our top and bottom-line results in the years ahead,” he said.
The Company used a combination of cash on its balance sheet and its existing credit facility to fund the $245.0 million purchase (subject to certain working capital and other adjustments). PersonalizationMall.com, LLC will operate as a wholly owned subsidiary of 1-800-FLOWERS.COM, Inc.
In connection with the previously executed settlement agreement, the parties’ counsel have executed a Stipulation and Proposed Order of Dismissal, which is expected to be filed one business day after closing and will result in the voluntary dismissal with prejudice of the litigation relating to the transaction.
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1-800-FLOWERS.COM® Completes Its Acquisition of PersonalizationMall.com, press release page 2:
The acquisition provides 1-800-FLOWERS.COM, Inc. with several complementary and leverageable assets, including:
| ● | A newly renovated, leased 360,000 square foot state-of-the-art production and distribution facility; |
|---|---|
| ● | A large customer database, consisting of both consumers and corporate accounts, and; |
| --- | --- |
| ● | An innovative and motivated product development, sourcing, merchandising and marketing team. |
| --- | --- |
The extensive product offering of PersonalizationMall.com includes a wide variety of personalization processes such as sublimation, embroidery, digital printing, engraving and sandblasting. PersonalizationMall.com provides an industry-leading customer experience based on a fully integrated business platform that includes a highly automated personalization process and rapid order fulfillment.
Citigroup Global Markets, Inc. served as exclusive financial advisor and Cahill Gordon & Reindel LLP served as legal counsel to 1-800-FLOWERS.COM, Inc. on the acquisition of PersonalizationMall.com.
About 1-800-FLOWERS.COM, Inc.
1-800-FLOWERS.COM, Inc. is a leading provider of gifts designed to help customers express, connect and celebrate. The Company’s Celebrations Ecosystem features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery℠, Simply Chocolate® and Goodsey®. We also offer top-quality steaks and chops from Stock Yards®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral service provider offering a broad-range of products and services designed to help professional florists grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; and DesignPac Gifts, LLC, a manufacturer of gift baskets and towers. 1-800-FLOWERS.COM, Inc. was recognized as the 2019 Mid-Market Company of the Year by CEO Connection. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com or follow @1800FLOWERSInc on Twitter.
FLWS-CP
FLWS-PM
Special Note Regarding Forward Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to the Company’s guidance for PersonalizationMall.com to be accretive to the Company’s results in fiscal 2021 and its ability to increase its annual revenue run rate to more than $1.6 billion; the Company’s ability to successfully integrate
(more)
1-800-FLOWERS.COM® Completes Its Acquisition of PersonalizationMall.com, press release page 3:
PersonalizationMall.com and drive top and bottom-line growth; its ability to cost effectively acquire and retain customers; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and the impact of the Covid-19 pandemic on the Company and PersonalizationMall.com. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, please refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
Contacts
Investor Contact:
Joseph D. Pititto
\(516\) 237-6131
[email protected]
Media Contact:
Kathleen Waugh
\(516\) 237-6028
[email protected]