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) June 27, 2007
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26841 11-3117311
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
One Old Country Road, Suite 500
Carle Place, New York 11514
(Address of principal executive offices) (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 registrants under any of the
following provisions:
[ ] Written communications 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 communications pursuant to Rule
14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 27, 2007 the Board of Directors appointed James A. Cannavino as a Class
I Director. Mr. Cannavino's term will expire at the Company's 2009 Annual
Meeting of Stockholders (the "2009 Annual Meeting"). Mr. Cannavino will serve on
the Company's Compensation Committee. The Company's Board of Directors has
determined that Mr. Cannavino is an Independent Director, as such independence
requirements are established by the Nasdaq Stock Market, Inc. and Securities and
Exchange Commission under the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.
Mr. Cannavino, age 63, has been Chairman of the Board of Direct Insite Corp.
since 2000 and was appointed Chief Executive Officer in December 2002. Direct
Insite is a global provider of financial supply chain automation across the
procure-to-pay and order-to-cash business processes. From September 1997 through
April 2000, he was elected non-executive Chairman of Softworks, Inc. (a wholly
owned subsidiary of Direct Insite, formerly Computer Concepts), which went
public and was later sold to EMC. Mr. Cannavino was also the Chief Executive
Officer and Chairman of the Board of Directors of CyberSafe, Inc., a company
specializing in network security. Prior to Cybersafe, Mr. Cannavino was hired as
President and Chief Operating Officer of Perot Systems Corporation. In 1996 he
was elected to serve as Chief Executive Officer through July 1997. During his
tenure at Perot, he was responsible for all the day-to-day global operations of
the company, as well as for strategy and organization.
Prior to Perot Systems, Mr. Cannavino served as a Senior Vice President at IBM,
where he was responsible for corporate strategy and development. Mr. Cannavino's
career spanned thirty years at IBM beginning in 1963. Mr. Cannavino led IBM's
restructuring of its $7 billion PC business to form the IBM PC Company. He also
served on the IBM Corporate Executive Committee and Worldwide Management
Council, and on the board of IBM's integrated services and solutions company. He
also was a board member for three IBM joint-venture companies, including Prodigy
Services, Inc.; Digital Domain, Inc.; and NewLeaf Entertainment.
Mr. Cannavino presently serves on the Boards of the National Center for Missing
and Exploited Children and the International Center for Missing and Exploited
Children. He recently served as Chairman of the Board of Marist College in
Poughkeepsie, New York and continues to serve on that board.
In connection with his appointment, Mr. Cannavino was granted the same
compensation as the other non-employee Directors. As a Director, Mr. Cannavino
will receive immediately vested options to purchase 10,000 shares of the
Company's Class A Common Stock, at an exercise price equal to the Company's
closing stock price on the date of the 2007 Annual Meeting, or 2,500 shares of
restricted stock, and an annual retainer of $12,500, each issued at the
Company's 2007 Annual Meeting of Stockholders. In addition, Mr. Cannavino will
receive a fee of $2,500 for each Board Meeting or Committee Meeting attended in
person, a fee of $1,000 for each Board Meeting or Committee Meeting attended
telephonically and the reimbursement of reasonable out-of-pocket travel and
lodging expenses incurred by him in connection with his attendance at any Board
or Committee meeting.
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.
Date: June 29, 2007
1-800-FLOWERS.COM, Inc.
By: /s/ William E. Shea
William E. Shea
Chief Financial Officer, Senior Vice-President
Finance and Administration