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):
February 10, 2003
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.
1-800-FLOWERS.COM (the "Company") has received a Rule 10b5-1 Sales Plan
from J.P. Morgan Partners (SBIC), LLC, ("J.P. Morgan Partners, LLC") an investor
in the Company since 1995, to cover the sale of 1,168,976 shares it owns in the
Company. The proposed sale amount represents approximately 30.0% of the
3,896,589 shares currently owned by JPMorgan Partners. The Sales Plan calls for
the shares to be sold in volumes at the discretion of J.P. Morgan Securities
Inc., the selling broker, at the price of $9.00 or greater beginning February
12, 2003 and ending at the close of business July 29, 2003. JPMorgan Partners
stated that the purpose of the Sales Plan is to achieve broader diversification
within its investment portfolio.
Jeffrey C. Walker, Managing Partner of JPMorgan Partners, plans to
continue in his role as a director of the Company. He has served on the Board of
Directors of 1-800-FLOWERS.COM since 1995. Mr. Walker said, "1-800-FLOWERS.COM
has an exceptionally unique specialty-retail business model and a strong
management team that, I believe, has positioned the Company well to generate
strong, bottom-line growth and thereby build long-term shareholder value."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
None.
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: February 10, 2003 By: /s/ William E. Shea
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William E.Shea
Chief Financial Officer
Senior Vice-President-Finance
and Administration