Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
11-3117311
(I.R.S.
Employer
Identification
Number)
|
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
(Do
not check if a smaller reporting company)
|
Smaller
reporting company o
|
Title
of Securities to be
Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price Per Share (2)
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
Amount
of
Registration
Fee (2)
|
Class
A Common Stock
|
7,143,686
shares (1)
|
$2.03
|
$14,501,682.58
|
$1,033.97
|
Exhibit
No.
|
Description.
|
4.1
|
1-800-FLOWERS.COM,
Inc. 2003 Long Term Incentive and Share Award Plan, as amended and
restated as of October 22, 2009 (incorporated by reference to Annex A to
the Company’s Proxy Statement on Schedule 14A (File No. 000-26841) filed
on October 23, 2009)
|
4.2
|
Specimen
Class A common stock certificate. (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1/A filed on July 9,
1999 (File No. 333-78985))
|
4.3
|
Third
Amended and Restated Certificate of Incorporation. (incorporated by
reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed
on July 9, 1999 (File No. 333-78985))
|
4.4
|
Amendment No.
1 to Third Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.2 to the Registration Statement on Form S-1/A
filed on July 22, 1999 (File No. 333-78985))
|
4.5
|
Amended
and Restated By-laws (incorporated by reference to Exhibit 3.3
to the Registration Statement on Form S-1 filed on May 21, 1999
(File No 333-78985))
|
4.6
|
1999
Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the
Registration Statement on Form S-1/A filed on July 27, 1999 (File No.
333-78985))
|
5.1
|
Opinion
of Cahill Gordon & Reindel llp*
|
23.1
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm*
|
23.2
|
Consent
of Cahill Gordon & Reindel llp (included in
the opinion filed as Exhibit 5.1)*
|
24
|
Powers
of Attorney (included on signature page)*
|
*
Filed herewith.
|
1-800-FLOWERS.COM,
INC.
|
By: /s/ James
F. McCann
Name:
James F. McCann
Title:
Chief Executive Officer
Chairman
of the Board of Directors
|
Dated: February 5,
2010
|
By: /s/ James F.
McCann
James
F. McCann
Chief
Executive Officer Chairman of the Board of Directors (Principal Executive
Officer)
|
Dated: February 5,
2010
|
By: /s/ William E.
Shea
William
E. Shea
Senior
Vice President Finance and Administration (Principal Financial and
Accounting Officer)
|
Dated: February 5,
2010
|
By: /s/ Christopher G.
McCann
Christopher
G. McCann
Director,
President
|
Dated: February 5,
2010
|
By: /s/ Lawrence
Calcano
Lawrence
Calcano
Director
|
Dated: February 5,
2010
|
By: /s/ James A.
Cannavino
James
A. Cannavino
Director
|
Dated: February 5,
2010
|
By: /s/ John J. Conefry,
Jr.
John
J. Conefry, Jr.
Director
|
Dated: February 5,
2010
|
By: /s/ Leonard J.
Elmore
Leonard
J. Elmore
Director
|
Dated: February 5,
2010
|
By: /s/ Jan L.
Murley
Jan
L. Murley
Director
|
Dated: February 5,
2010
|
By: /s/ Jeffrey C.
Walker
Jeffrey
C. Walker
Director
|
Dated: February 5,
2010
|
By: /s/ Larry
Zarin
Larry
Zarin
Director
|
Exhibit
No.
|
Description
|
4.1
|
1-800-FLOWERS.COM,
Inc. 2003 Long Term Incentive and Share Award Plan, as amended and
restated as of October 22, 2009 (incorporated by reference to Annex A to
the Company’s Proxy Statement on Schedule 14A (File No. 000-26841) filed
on October 23, 2009)
|
4.2
|
Specimen
Class A common stock certificate. (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1/A filed on July 9,
1999 (File No. 333-78985))
|
4.3
|
Third
Amended and Restated Certificate of Incorporation. (incorporated by
reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed
on July 9, 1999 (File No. 333-78985))
|
4.4
|
Amendment No.
1 to Third Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.2 to the Registration Statement on Form S-1/A
filed on July 22, 1999 (File No. 333-78985))
|
4.5
|
Amended
and Restated By-laws (incorporated by reference to Exhibit 3.3
to the Registration Statement on Form S-1 filed on May 21, 1999
(File No 333-78985))
|
4.6
|
1999
Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the
Registration Statement on Form S-1/A filed on July 27, 1999 (File No.
333-78985))
|
5.1
|
Opinion
of Cahill Gordon & Reindel llp
*
|
23.1
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm*
|
23.2
|
Consent
of Cahill Gordon & Reindel llp (included in
the opinion filed as Exhibit 5.1)*
|
24
|
Powers
of Attorney (included on signature page)*
|
*
Filed herewith.
|
|