8-K
1 800 Flowers Com Inc (FLWS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 1, 2020
1-800-FLOWERS.COM, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-26841 | 11-3117311 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
One Old Country Road, Suite 500, Carle Place, New York 11514
(Address of Principal Executive Offices, and 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 registrant under any of the following provisions:
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communication 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 8.01 Other Events.
On September 1, 2020, 1-800-FLOWERS.COM, Inc. issued a press release announcing that James F. McCann, Founder and Executive Chairman, and the McCann Family Trusts have sold approximately 860,000 shares of 1-800-Flowers.com, Inc. stock for purposes of family tax and estate planning. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are furnished with this Form 8-K:
99.1 Press Release dated September 1, 2020.
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 | ||
| Chief Financial Officer, Senior Vice-President Finance<br><br> <br>and Administration | ||
| Date: September 1, 2020 |
Exhibit 99.1
1-800-FLOWERS.COM, Inc. Founder and Executive Chairman Jim McCann and the McCann Family Trusts Sell Approximately 2% of Company Holdings for Estate and Tax Planning Purposes
CARLE PLACE, N.Y.--(BUSINESS WIRE)--September 1, 2020--1-800-FLOWERS.COM, Inc. (the “Company”) (NASDAQ: FLWS), a leading ecommerce provider of products and services designed to inspire more human expression, connection and celebration, today announced that Jim McCann, Founder and Executive Chairman, and the McCann Family Trusts recently sold approximately 845,000 shares of 1-800-Flowers.com, Inc. stock for purposes of family tax and estate planning. The sale represents approximately 2% percent of McCann’s and the McCann Family Trusts’ aggregate ownership position in the Company. McCann and the McCann Family Trusts retain beneficial ownership of approximately 40 million shares representing more than 51 percent of the Company’s total shares outstanding. McCann has informed the Company that he currently has no plans to sell any additional shares.
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 business platform 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℠ and Simply Chocolate®. 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.
Contacts
Investor Contact:
Joseph D. Pititto
\(516\) 237-6131
E-mail: [email protected]
Media Contact:
Kathleen Waugh
\(516\) 237-6028
[email protected]