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):
May 6, 2002
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.
Terms of the acquisition of The Popcorn Factory by 1-800-FLOWERS.COM ("the
Company") include a total purchase price of approximately $12.2 million
comprised of $7.3 million to retire The Popcorn Factory's outstanding debt and
353,003 shares of 1-800-FLOWERS.COM's common stock issued to The Popcorn
Factory's former shareholders.
Due to the seasonality of The Popcorn Factory's business - in which a majority
of its revenues come in the calendar fourth quarter (the Company's fiscal second
quarter) - the Company anticipates a reduction of approximately $1 million from
its original guidance of $8 million positive EBITDA (earnings before income tax,
depreciation and amortization) during its fiscal fourth quarter ending June 30,
2002. The Company anticipates that, during its fiscal 2003 year beginning July
1, 2002, The Popcorn Factory will contribute revenues of approximately $30
million and positive EBITDA of approximately $2.4 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Designation Description of Exhibit
99.1 Press release, dated May 6, 2002
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: May 6, 2002 By: /s/ William E. Shea
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William E.Shea
Chief Financial Officer
Senior Vice-President-Finance
and Administration
INDEX TO EXHIBITS
Exhibit Description
99.1 Text of press release May 6, 2002