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) November 24, 1999
-------------------------------
1-800-FLOWERS.COM, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-26841 11-3117311
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 Stewart Avenue, Westbury, New York 11590
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6000
-----------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On November 24, 1999, 1-800-FLOWERS.COM, Inc. ("Registrant") completed its
acquisition of GreatFood.com, Inc., a Washington corporation ("GreatFood.com"),
pursuant to an Agreement and Plan of Reorganization dated as of November 19,
1999 (the "Merger Agreement"), by and among Registrant, GreatFood.com and
GreatFood.com Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Registrant ("Merger Sub"). GreatFood.com is an online retailer of
specialty and gourmet food products. Pursuant to the terms of the Merger
Agreement, Merger Sub was merged with and into GreatFood.com (the "Merger"),
with the purchase price of the acquisition being approximately $18.5 million in
cash. The transaction will be accounted for using the purchase method of
accounting.
A copy of the press release issued by the Registrant on November 30, 1999
concerning the foregoing transaction is attached hereto as Exhibit 20.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following documents are filed as exhibits to this
report:
20.1 Press Release of Registrant, dated November 30, 1999,
announcing the closing of Registrant's acquisition of
GreatFood.com.
<PAGE>
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 thereunto duly authorized.
1-800-FLOWERS.COM, INC.
(Registrant)
/s/ James F. McCann
-----------------------
Date: December 9, 1999 James F. McCann
Chief Executive Officer
<PAGE>
Exhibit Index
Exhibit
20.1 Press Release of Registrant, dated November 30, 1999,
announcing the closing of Registrant's acquisition of
GreatFood.com.
Exhibit 20.1
Investor Contact: Media Contact:
Joseph D. Pititto Ken Young
(516) 237-6131 (516) 237-6102
E-mail: [email protected] E-mail: [email protected]
1-800-FLOWERS.COM Announces Acquisition of greatfood.com
Acquisition extends 1-800-FLOWERS.COM's position as a leading online retailer of
"thoughtful gift expressions"; Offers opportunity for the Company to expand its
share of the fast growing online specialty and gourmet foods category
Westbury, NY, November 30, 1999 -- 1-800-FLOWERS.COM (NASDAQ: FLWS), a leading
online retailer of thoughtful gift expressions for all occasions and a highly
recognized brand, today announced the acquisition of GreatFood.com Inc., a
leading online retailer of specialty and gourmet food products, for $18.5
million in cash.
Jerry Noonan, 1-800-FLOWERS.COM's SVP and Chief Marketing Officer, said
"greatfood.com fits very well with our strategy of broadening our non-floral
product offering and thereby enhancing our position as our customers' trusted
online provider of thoughtful gift expressions for all occasions. Industry
studies indicate gourmet and specialty food items represent a market that
exceeded $30 billion in retail sales in 1998 and is growing rapidly on the Web.
greatfood.com brings us a strong, online `sub-brand' for this product category
as well as a great selection of high-quality products, excellent online content
and an experienced management team that we believe will help us accelerate our
growth in the overall gift category."
Ben Nourse, President of greatfood.com, said, "We're extremely proud to become a
member of the 1-800-FLOWERS.COM family. Their leadership in the fast growing
online gifting market, along with their focus on providing an exemplary customer
experience, is a perfect match for greatfood.com. With their marketing muscle
behind us, we expect to be able to expand our position in the online gourmet
food market."
About greatfood.com
Founded in 1995, greatfood.com features more than 4,000 hand-selected specialty
food items from 100+ suppliers. greatfood.com has been recognized nationally for
its high quality and wide array of products as well as ease of use and secure
online ordering system. In the November 1998 issue of PC world, greatfood.com
was named one of the best online gift shops. In January, The New York Times
noted greatfood.com's rating by BizRate.com as one of the top 10 best online
customer service sites. greatfood.com was also featured in Time magazine's 1998
Technology Buyer's Guide and was included by The Wall Street Journal in a list
of suggested online holiday specialty food shops. greatfood.com is located in
Seattle, WA. Additional information is available on the company's Web site at
http://www.greatfood.com.
About 1-800-FLOWERS.COM
<PAGE>
With one of the most recognized brands in e-commerce, 1-800-FLOWERS.COM
(http://www.1800flowers.com), is a leading online source for social and gift
expressions including fresh-cut flowers, plants, gift baskets, candies and
gourmet treats, gifts for gardeners and a range of unique gift ideas. The
Company's products are available to customers around the world via its web site
on the Internet (www.1800flowers.com), through online services such as AOL
(keyword: flowers), MSN, Yahoo, Excite@Home, Snap.com and others, or by calling
1-800-FLOWERS (1-800-356-9377) 24 hours a day. The Company's Web site was
recently chosen as the best overall Internet gift store by Gomez Advisors
(www.gomez.com/index.cfm) a leading provider of e-commerce research and
analysis. The site is ranked number 22 in Inter@ctive Week magazine's "The
Internet 500" and has also received accolades from Ladies' Home Journal (Shop
Online 1-2-3 supplement), Internet Retailer and Smart Computing magazines as one
of the best shopping sites on the Internet. 1-800-FLOWERS.COM is listed on the
NASDAQ National Market under the symbol "FLWS."
Special Note Regarding Forward-Looking Statements:
A number of statements contained in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause actual events
or results to differ materially from those expressed or implied in the
applicable statements. These risks and uncertainties include, but are not
limited to: the company's ability to maintain and enhance its online shopping
Web sites to attract customers; its ability to successfully introduce new
products and product categories; its ability to successfully integrate the
systems and operations of acquired businesses; its reliance on third party
vendors for a significant portion of its order fulfillment; and the successful
implementation and utilization of advanced customer service and order entry
technologies. For a more detailed description of these and other risk factors,
please refer to the Company's Securities and Exchange Commission filings
including the Company's Form 10-K, Form 10-Q and the IPO registration statement
on Form S-1.
# # #
