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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)
FEBRUARY 17, 2000
Commission file number 000-23121
U.S.A. FLORAL PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
1025 Thomas Jefferson Street, N.W.,
Suite 300 East, Washington, D.C.
(Address of Principal Executive Offices)
52-2030697
(I.R.S. Employer Identification No.)
20007
(Zip Code)
Registrant's telephone number, including area code: (202) 333-0800
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ITEM 5. OTHER EVENTS
On February 17, 2000, the Company announced that Robert J. Poirier, its
co-founder and Chairman, had notified the Board of Directors of his intent to
step down as Chairman, effective March 1, 2000.
In addition, on February 21, 2000, the Company announced that its Chief
Financial Officer, W. Michael Kipphut, had resigned from the Company, effective
immediately. The Company intends to announce a replacement for Mr. Kipphut in
the near future. During the replacement period, Andrew Cooke, VP of Finance will
assume the responsibilities of Chief Financial Officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following are filed as Exhibits to this Report:
Exhibit No. Description of Exhibit
99.1 Press Release dated February 17, 2000
99.2 Press Release dated February 21, 2000
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S.A. FLORAL PRODUCTS, INC.
By: /s/ G. Andrew Cooke
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G. Andrew Cooke
Interim Chief Financial Officer
(an officer and authorized signatory)
Date: February 22, 2000
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Exhibit 99.1
Thursday February 17, 12:00 pm Eastern Time
Company Press Release
U.S.A. Floral Products, Inc. Announces
Resignation of Robert J. Poirier, Chairman
WASHINGTON--(BUSINESS WIRE)--Feb. 17, 2000--U.S.A. Floral Products, Inc.
(Nasdaq:ROSI-news) announced today that its co-founder, Robert J. Poirier, has
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notified the Board of Directors of his intention to step down as Chairman,
effective March 1, 2000.
Mr. Poirier will continue to be involved with U.S.A. Floral in an advisory
capacity in the area of internet strategy.
In January, Michael Broomfield, the former Chief Operating Officer of Giant
Food, began his tenure as Chief Executive Officer. Commenting on the news, Mr.
Broomfield stated, "We appreciate Mr. Poirier's efforts on behalf of U.S.A.
Floral Products, particularly his vision to consolidate the floral industry's
distribution system. Building on that premise, we now believe that the company
is positioned to draw value from systems integration, market innovation, and
economies of scale."
Founded in April 1997, U.S.A. Floral Products is the world's largest floral
supplier. The Company was formed to create a fully-integrated international
floral product distribution business. U.S.A. Floral Products engages primarily
in the importation and wholesale distribution of floral and floral-related
products. The Company also provides pre-packaged floral bouquets and
arrangements to retail florists and mass market retailers, engages in brokerage
services for wholesalers of both international and domestic cut flowers, and
provides floral fulfillment and shipping services to direct shippers.
Contact:
G. Andrew Cooke
Vice President of Finance
202/333-0800
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Exhibit 99.2
Monday February 21, 6:02 pm Eastern Time
Company Press Release
U.S.A. Floral Products, Inc. Announces
Resignation of W. Michael Kipphut, CFO
WASHINGTON--(BUSINESS WIRE)--Feb. 21, 2000--U.S.A. Floral Products, Inc.
(Nasdaq:ROSI-news) announced today that its Chief Financial Officer, W. Michael
Kipphut, has resigned effectively immediately. According to Mr. Kipphut, his
future business endeavors lie outside the floral distribution industry.
Michael Broomfield, Chief Executive Officer of U.S.A. Floral Products commented,
"We appreciate Mike's efforts on behalf of U.S.A. Floral Products and wish him
well in his new pursuits. We will be announcing a replacement for Mike in the
near future. During this period, Andrew Cooke, VP of Finance will assume all
company responsibilities of the CFO role."
Founded in April 1997, U.S.A. Floral Products is the world's largest floral
supplier. The Company was formed to create a fully integrated international
floral product distribution business. U.S.A. Floral Products engages primarily
in the importation and wholesale distribution of floral and floral-related
products. The Company also provides pre-packaged floral bouquets and
arrangements to retail florists and mass market retailers, engages in brokerage
services for wholesalers of both international and domestic cut flowers, and
provides floral fulfillment and shipping services to direct shippers.
Contact:
G. Andrew Cooke
Vice President of Finance
202/333-0800
