Form 8-K for 1-800-Flowers.com dated December 7, 2006
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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): December 7,
2006
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1-800-FLOWERS.COM,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-26841
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11-3117311
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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One
Old Country Road
Carle
Place, New York 11514
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (516) 237-6000
Not
Applicable
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
December 7, 2006, the board of directors of 1-800-FLOWERS.COM, Inc. (the
“Company”) appointed Lawrence V. Calcano as a Class I director effective on
December 7, 2006. Mr. Calcano’s term will expire at the Company’s 2009 Annual
Meeting of stockholders. Mr. Calcano will serve on the board’s Audit Committee
and Nominating Committee. The Company’s board of directors has determined that
Mr. Calcano is an independent director, as such independence requirements are
established by the Nasdaq Stock Market, Inc. and the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.
Mr.
Calcano, age 43, is the co-founder and managing partner of Meadowood Capital,
LLC, a private equity firm, established in October 2006, focused on investments
in technology and technology-enabled companies. Prior to that, for approximately
five years, Mr. Calcano was the co-head of the Technology Group of the
Investment Banking Division of Goldman, Sachs & Co. Mr. Calcano was
previously a director of the Company from July 1999 to December
2003.
In
connection with his appointment, Mr. Calcano was granted the same compensation
as the other non-employee directors. As such, Mr. Calcano received options
to
purchase 10,000 shares of the Company’s Class A Common Stock at an exercise
price of $5.51 per share. The options immediately vested and have a term of
ten
years. Mr. Calcano also received an annual retainer of $12,500 and 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.
A
copy of
the Company’s press release, dated December 14, 2006, which announced the
appointment of Mr. Calcano to the Company’s board of directors, is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In
addition, Kevin J. O’Connor, a director of the Company since July 1999, has
announced his intention to retire from the Company’s board of directors
effective at the date of the Company’s 2006 Annual Meeting of stockholders. The
Company has been advised by Mr. O’Connor that he is retiring in order to devote
more time to other business interests and his decision is not due to any
disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release (“Lawrence V. Calcano to Join 1-800-FLOWERS.COM. Board”) dated
December 14, 2006.
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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: December
14, 2006
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1-800-FLOWERS.COM,
INC.
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(Registrant)
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By: /s/
William E. Shea
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Name: William
E. Shea
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Title:
Chief
Financial Officer, Senior Vice
President
Finance and Administration
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