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 21, 2000
1-800-FLOWERS.COM, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26841 11-3117311
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(State or Other Jurisdiction of (Commission File Number)
(I.R.S. Employer Identification Incorporation) Number)
1600 Stewart Avenue
Westbury, New York 11590
(516) 237-6000
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(Addresses, including zip code, and telephone numbers, including area code,
of principal executive offices)
ITEM 5. OTHER EVENTS.
On September 21, 2000, 1-800-FLOWERS.COM, Inc. (the "Company"), entered into a
new five-year, $22.1 million interactive marketing agreement with America
Online, Inc., ("AOL") that effectively extends and enhances their e-commerce
partnership for two additional years, through August 2005.
The new agreement, effective October 1, 2000, replaces an existing four-year,
$42.0 million agreement that was entered into on September 1, 1999. Under the
terms of the new agreement, The Company will continue as the exclusive marketer
of fresh-cut flowers across all six AOL properties including AOL, AOL.com,
CompuServe, Netscape Netcenter, Digital City, and ICQ and will receive enhanced
promotions across several AOL properties.
As a result of the termination of the previous agreement, the Company will take
a one-time, non-cash charge of approximately $7.3 million in its fiscal 2001
first quarter associated with monies previously paid under the old agreement.
Pursuant to the terms of the new agreement, the Company will pay AOL $22.1
million over the new five-year term of the agreement, which reduces the
Company's annual amortization of the AOL agreement by approximately $5.5 million
per year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Designation Description of Exhibit
99.1 Press release, dated September 22, 2000
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.
1-800-FLOWERS.COM, INC.
DATE: September 21, 2000 By: /s/ William E. Shea
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William E.Shea
Chief Financial Officer
Senior Vice-President-Finance
and Administration
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INDEX TO EXHIBITS
Exhibit Description
99.1 Text of press release September 22, 2000
EXHIBIT 99.1
[1-800-FLOWERS.COM, Inc. LOGO]
FOR IMMEDIATE RELEASE
Investor Contact: Media Contacts:
Joseph D. Pititto Ken Young
(516) 237-6131 (516) 237-6102
E-mail: [email protected] [email protected]
Mike Rosen
Bratskeir and Company
(212) 679-2233 (Ext. 213)
E-mail: [email protected]
1-800-FLOWERS.COM AND AMERICA ONLINE ANNOUNCE NEW FIVE-YEAR AGREEMENT
Replacement of prior agreement extends long-running e-commerce relationship an
additional two years
Westbury, NY, September 22, 2000 -- 1-800-FLOWERS.COM
(NASDAQ: FLWS), a leading multi-channel provider of thoughtful gifts, today
announced a new five-year agreement with America Online, Inc., the world s
leading interactive services company, that effectively extends and enhances
their e-commerce partnership for two additional years, through August 2005.
The new agreement, which is effective October 1, 2000, replaces an existing
four-year contract that was announced a year ago. Under the terms of the new
agreement, 1-800-FLOWERS.COM will continue as the exclusive marketer of
fresh-cut flowers across six AOL properties including AOL, AOL.com, CompuServe,
Netscape Netcenter, Digital City, and ICQ and receive increased promotions
across several AOL properties; AOL will also receive increased cross-promotion
in 1-800-FLOWERS.COM marketing channels. 1-800-FLOWERS.COM said the new
agreement provides significant cost savings over the life of the contract,
thereby enhancing its ability to attain its stated goal of returning to positive
EBITDA in the fourth quarter of fiscal 2001 and for full-year fiscal 2002.
Jim McCann, CEO of 1-800-FLOWERS.COM, said "Our Company has had eight years of
experience in the e-commerce arena, and we know which relationships result in
the best return for our marketing spending. AOL is clearly one of the most
effective partners we have, and we are extremely pleased to be able to cost
effectively extend our relationship and enhance it with increased promotions
that we believe will drive more traffic to our web site."
Myer Berlow, AOL's President of Interactive Marketing, said, "1-800-FLOWERS is
one of our oldest e-commerce relationships. Together we're helping to build the
e-commerce medium for consumers, and we're looking forward to extending our
relationship with them in ways that are beneficial both to the company and its
many customers."
(more)
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1-800-FLOWERS.COM and America Online Announce New Five-Year Agreement, pg. 2
About 1-800-FLOWERS.COM
With one of the most recognized brands in retail, 1-800-FLOWERS.COM provides a
broad range of thoughtful gifts including flowers, gourmet foods, candies, gift
baskets and other unique gifts to customers around the world via: the Internet
(www.1800flowers.com), AOL (keyword: flowers; keyword: gardenworks) and other
online services; by calling 1-800-FLOWERS (1-800-356-9377) 24 hours a day; or by
visiting one of its Company-operated or franchised stores. 1-800-FLOWERS.COM
currently maintains strategic online relationships with America Online,
Microsoft Network, Snap.com, and Yahoo!, among others. The company was recently
named the top gift site on the Web by ClicksGuide.com. The Company's Class A
Common Stock is listed on the NASDAQ National Market under the symbol "FLWS."
About AOL
Founded in 1985, America Online, Inc., based in Dulles, Virginia, is the world's
leader in interactive services, Web brands, Internet technologies and e-commerce
services. America Online, Inc. operates: two worldwide Internet services,
America Online, with more than 23 million members, and CompuServe, with more
than 2.8 million members; several leading Internet brands including ICQ, AOL
Instant Messenger and Digital City, Inc.; the Netscape Netcenter and AOL.COM
portals; the Netscape Navigator and Communicator browsers; MapQuest.com, the
leader in providing online, voice and wireless mapping, directions and
destination information solutions to businesses and consumers; AOL Moviefone,
the nation's #1 movie listing guide and ticketing service; and Spinner.com and
NullSoft's Winamp, leaders in Internet music. Through its strategic alliance
with Sun Microsystems, the company develops and offers easy-to-deploy,
end-to-end e-commerce and enterprise solutions for companies operating in the
Net Economy.
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 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 execute its contracts and maintain good
relations with key third party vendors; its ability to recognize cost savings
from the new contract; its reliance on third party vendors for a significant
portion of its order fulfillment; its ability to cost effectively acquire and
retain customers; its reliance on third party vendors for a portion of its
customer traffic; its ability to continue growing revenues; its ability to
attain positive EBITDA; and its ability to maintain its position as an industry
leader in its retail business sector. 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 recently filed Form 8-K, its Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q.
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