1-800-Flowers 8K/A - 05/02/06
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 2, 2006
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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(IRS
Employer Identification No.)
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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)
Not
applicable
(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)
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
May 4,
2006, 1-800-Flowers.com, Inc. (“1-800-Flowers” or the “Company”) filed a Current
Report on Form 8-K with the Securities and Exchange Commission (“SEC”) to report
that it had completed its acquisition of all of the outstanding capital stock
of
Fannie May Confections Brands, Inc. (“Fannie May”), a Utah corporation, from Taz
Murray, David Taiclet, Murray Family Partnership, Terry Mitchell, Lewis V.
Nord,
Kayne Anderson Capital Advisors, L.P. and Delaware Street Capital Master Fund,
L.P. (the “Fannie May Holders”) for a purchase price of approximately $85.0
million in cash, subject to adjustment for working capital, and certain
“earn-out” incentives which amount to a maximum of $4.5 million during the year
ending July 1, 2007 and $1.5 million during the year ending June 29, 2008,
upon
achievement of specified earnings targets. In order to finance the acquisition,
on May 1, 2006, the Company entered into a $135.0 million secured credit
facility with JPMorgan Chase Bank, N.A., as administrative agent, and a group
of
lenders (the “2006 Credit Facility”). The 2006 Credit Facility includes an $85.0
million term loan and a $50.0 million revolving facility, which bear interest
at
LIBOR plus 0.625% to 1.125%, with pricing based upon the Company’s leverage
ratio. At closing, the Company borrowed $85.0 million of the term facility
to
acquire all of the outstanding capital stock of Fannie May. At the time of
the
filing, certain financial statements were not available and, accordingly were
not filed with the Current Report. The Company is filing this Amendment to
include in the Current Report those financial statements and the pro forma
financial information required to be filed under Item 9.01.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial
Statements of Businesses Acquired.
The
audited financial statements of Fannie May Confections Brands, Inc. (“Fannie
May”) required to be filed pursuant to Item 9.01(a) of Form 8-K are included as
Exhibit 99.1 of the Current Report on Form 8-K/A. On May 1, 2006,
1-800-Flowers.com, Inc. (“1-800-Flowers” or the “Company”) completed the
acquisition of all of the outstanding capital stock of Fannie May, immediately
subsequent to the “spin-off” of certain operating subsidiaries of Fannie May,
namely Kencraft, Inc., Alpine Confections Canada, ULC dba Dynamic Chocolates,
and Maxfield Candy Company (together referred to as “KDM”). The two retained
subsidiaries, Harry London Candies, Inc. and Fannie May Confections, Inc.
comprised the majority of the revenues, and substantially all of the operating
profit of Fannie May Confections Brands, Inc. prior to the “spin-off” of KDM.
Audited financial statements of Fannie May are included to provide investors
with the financial history of the acquired business. Elimination of the
operating subsidiaries not acquired by the Company is shown in the unaudited
pro
forma financial statements (Exhibit 99.2), presenting the effects of the
“spin-off” prior to the acquisition.
(b)
Pro
Forma Financial Information.
The
pro
forma financial information required to be filed pursuant to Item 9.01(b) of
Form 8-K is included as Exhibit 99.2 of this Current Report on Form
8-K/A.
(d)
Exhibits.
Exhibit
23.1 Grant
Thornton LLP Consent
Exhibit
99.1 Consolidated
financial statements of Fannie May Confections Brands, Inc.
Exhibit
99.2 Unaudited
pro forma condensed combined financial statements of 1-800-Flowers.com, Inc.
and
Fannie May Confections Brands, Inc.
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.
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1-800-FLOWERS.COM,
Inc.
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Dated:
July 17, 2006
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By:
/s/ William E. Shea
Chief Financial Officer, Senior
Vice
President - Finance and
Administration
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