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): March 14, 2005
1-800-FLOWERS.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26842 11-3117311
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1600 Stewart Avenue, Westbury, NY 11590
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 237-6000
Not Applicable
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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 registrant 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))
Top of the Form
Item 1.01. Entry into a Material Definitive Agreement.
On March 14, 2005, 1-800-FLOWERS.COM, Inc. announced that it had named Timothy
J. Hopkins as President of its Specialty Brands division. A description of the
offer letter dated February 9, 2005 between 1-800-FLOWERS.COM, Inc. and Mr.
Hopkins is included in Item 5.02 of this report, and is incorporated herein by
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 14, 2005, 1-800-FLOWERS.COM, Inc. announced that it had named Timothy
J. Hopkins as President of its Specialty Brands division.
Prior to joining 1-800-FLOWERS.COM, Inc., Mr. Hopkins, 51 years old, was
employed with Sur La Table, Inc., a multi-channel upscale specialty retailer of
gourmet culinary and serveware products, and served as its Chief Executive
Officer and Director since 2001. Prior to joining Sur La Table, Inc., Mr.
Hopkins was employed with Le Gourmet Chef, Inc., a national retailer of gourmet
foods and served as its Chief Executive Officer, President and Director since
2000.
1-800-FLOWERS.COM, Inc. and Mr. Hopkins have entered into an offer letter dated
February 9, 2005. Under the terms of the offer letter, Mr. Hopkins will be paid
an annual base salary of $350,000, and will be eligible for participation in
1-800-FLOWERS.COM, Inc.'s Sharing Success Program under which Mr. Hopkins can
achieve an annual target bonus of 50% of his base compensation, of which 40%
will be a cash component and the remaining 10% paid through restricted stock.
The offer letter also provides that 1-800-FLOWERS.COM, Inc. will recommend to
its Compensation Committee of the Board of Directors that Mr. Hopkins be
included in 1-800-FLOWERS.COM, Inc.'s 2003 Long Term Incentive and Share Award
Plan. Subject to the Committee's approval, Mr. Hopkins will be granted an option
award that will give him the right to purchase 200,000 of 1-800-FLOWERS.COM,
Inc.'s Class A Common Stock at the closing price on the date of his employment
start date. The options will vest with respect to 40% of the options on the two
year anniversary date of Mr. Hopkins' employment start date, and then 20% of
options for each subsequent year Mr. Hopkins remains employed with
1-800-FLOWERS.COM, Inc. up to the fifth anniversary of the option award.
The offer letter further provides that Mr. Hopkins will be eligible to receive a
one-time grant of 12,500 shares of restricted stock. The restricted stock vests
on a four-(4) year cliff-vesting schedule with the stock vesting only after the
fourth anniversary of Mr. Hopkins' employment start date. The offer letter
further provides for relocation expenses as follows: (a) customary closing costs
related to the sale of his current out-of-state residence and purchase of a new
home in New York, (b) the provision of the services of a professional moving
company, (c) provision for storage of personal belongings including a relocation
allowance of up to $15,000, and some other ancillary relocation expenses.
In addition to the aforementioned, the offer letter does not provide a specific
length for Mr. Hopkins' employment with 1-800-FLOWERS.COM, Inc. Notwithstanding
the lack of a term in the offer letter, in the event that 1-800-FLOWERS.COM,
Inc.: (a) terminates the employment of Mr. Hopkins without "Cause," or (b) Mr.
Hopkins terminates his employment with 1-800-FLOWERS.COM, Inc due to a
"Constructive Termination Without Cause", or (c) Mr. Hopkins is terminated
without "Cause" after the occurrence of a "Change of Control", then
1-800-FLOWERS.COM, Inc. will be responsible for: (1) an amount equal to Mr.
Hopkins base salary through the date of termination, (2) any amounts, earned,
accrued, due and owing, but not yet paid as of the date of termination, (3) a
severance package equal to (x) Mr. Hopkins base compensation for a period of 12
months following termination of his employment with 1-800-FLOWERS.COM, Inc. or
until Mr. Hopkins finds new employment whichever comes first, and (y) the
ability to exercise options that vested prior to the termination date, except
that the options can not be exercised past the life of the option.
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.
March 22, 2005 By: /s/William E. Shea
Name: William E. Shea
Title: Chief Financial Officer, Senior Vice
President- Finance and Administration
Exhibit Index
Exhibit No. Description
None.