We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
1 800 Flowers Com | NASDAQ:FLWS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.24 | 2.58% | 9.55 | 9.52 | 9.54 | 9.55 | 9.36 | 9.40 | 33,950 | 16:23:26 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
1-800-FLOWERS.COM, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
11-3117311 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Two Jericho Plaza, Suite 200, Jericho, New York 11753 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
1-800-FLOWERS.COM, Inc. 2003 Long Term Incentive and Share Award Plan, |
(Full title of the plan) |
James F. McCann 1-800-Flowers.com, Inc. Two Jericho Plaza Jericho, New York 11753 |
(Name and address of agent for service) |
(516) 237-6000 |
(Telephone number, including area code, of agent for service) |
copy to: |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☒ |
|
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
EXPLANATORY NOTE
1-800-Flowers.com, Inc. (“1-800-Flowers.com” or the “Registrant”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act in connection with an amendment to the 1-800-Flowers.com, Inc. 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 15, 2020, as amended as of October 3, 2023 and as approved by the shareholders of the Registrant on December 14, 2023 (the “2003 Plan”), which increased the number of shares of Class A Common Stock authorized for issuance under the 2003 Plan by 4,000,000 shares. The shares of Class A Common Stock previously available for issuance or transfer under the 2003 Plan are covered by a Registration Statement on Form S-8 (Registration No. 333-119999) previously filed by the Registrant on October 27, 2004, a Registration Statement on Form S-8 (Registration No. 333-164727) previously filed by the Registrant on February 5, 2010, a Registration Statement on Form S-8 (Registration No. 333-192304) previously filed by the Registrant on November 13, 2013, and a Registration Statement on Form S-8 (Registration No. 333-259759) previously filed by the Registrant on September 24, 2021 (collectively, the “Original Registration Statement”), which registered 21,143,686 shares of Class A Common Stock in the aggregate and which, together with the shares of Class A common Stock registered under this Registration Statement, equals 25,143,686 shares of Class A Common Stock in the aggregate. Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement, including the periodic and current reports that we filed with the Securities and Exchange Commission (the “Commission”) after the effectiveness of the Original Registration Statement, are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Any items in the Original Registration Statement not expressly changed hereby shall be as set forth in the Original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents have been filed by the Registrant with the Commission and are hereby incorporated by reference in this Registration Statement:
(a) |
(b) |
(c) |
||
(d) |
The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement No. 000-26841 on Form 8-A filed with the Commission on July 27, 1999 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12g-3(a) of the Exchange Act and the description of the Registrant’s Class A Common Stock set forth under the caption “Description of Common Stock” contained in the Prospectus dated August 2, 1999, as filed with the Commission on August 4, 1999 and any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. |
Exhibits. |
The following exhibits are filed or incorporated by reference as part of this Registration Statement:
Exhibit No. |
Description. |
4.1 |
|
4.2 |
|
4.3 |
|
4.4 |
|
4.5 |
|
4.6 |
|
5.1 |
|
23.1 |
Consent of BDO USA, P.C., Independent Registered Public Accounting Firm* |
23.2 |
Consent of Cahill Gordon & Reindel LLP (included in the opinion filed as Exhibit 5.1)* |
24 |
|
107 |
|
* Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jericho, State of New York, on this 14th day of December 2023.
1-800-FLOWERS.COM, INC. |
|||
By: |
/s/ James F. McCann |
||
Name: James F. McCann |
|||
Title: Executive Chairman and Chief Executive Officer (Principal Executive Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James F. McCann and William E. Shea, and each of them acting alone, his true and lawful attorney-in-fact, with full power of substitution, for him in any and all amendments and post-effective amendments to this registration statement, and any registration statement or statements on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to shares of Class A Common Stock of the Company to be issued under the 1-800-Flowers.com, Inc. 2003 Long Term Incentive and Share Award Plan, as amended and restated as of October 15, 2020, and amended as of October 3, 2023, and to file the same (including any amendments to such registration statement and any additional registration statements filed in accordance with General Instruction E to Form S-8 to register additional securities), and all post-effective amendments thereto, together with exhibits to any such registration statements or amendments and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or said attorney-in-fact’s substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed as of December 14, 2023 by the following persons in the capacities and on the dates indicated.
Dated: |
December 14, 2023 |
By: |
/s/ James F. McCann |
|
James F. McCann |
||||
Executive Chairman and Chief Executive Officer |
||||
(Principal Executive Officer) |
||||
Dated: |
December 14, 2023 |
By: |
/s/ William E. Shea |
|
William E. Shea |
||||
Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Christopher G. McCann |
|
Christopher G. McCann |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Celia R. Brown |
|
Celia R. Brown |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ James A. Cannavino |
|
James A. Cannavino |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Dina Colombo |
|
Dina Colombo |
||||
Director |
Dated: |
December 14, 2023 |
By: |
/s/ Eugene F. DeMark |
|
Eugene F. DeMark |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Leonard. J. Elmore |
|
Leonard J. Elmore |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Adam Hanft |
|
Adam Hanft |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Stephanie Redish Hofmann |
|
Stephanie Redish Hofmann |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Christina Shim |
|
Christina Shim |
||||
Director |
||||
Dated: |
December 14, 2023 |
By: |
/s/ Larry Zarin |
|
Larry Zarin |
||||
Director |
Exhibit 5.1
Cahill Gordon & Reindel llp
32 Old Slip
New York, NY 10005
DANIEL R. ANDERSON HELENE R. BANKS ANIRUDH BANSAL LANDIS C. BEST CHRISTOPHER BEVAN BROCKTON B. BOSSON JONATHAN BROWNSON * DONNA M. BRYAN EMEKA C. CHINWUBA JOYDEEP CHOUDHURI * JAMES J. CLARK CHRISTOPHER W. CLEMENT AYANO K. CREED PRUE CRIDDLE ± SEAN M. DAVIS STUART G. DOWNING ADAM M. DWORKIN ANASTASIA EFIMOVA SAMSON A. ENZER GERALD J. FLATTMANN JR. HELENA S. FRANCESCHI |
JOAN MURTAGH FRANKEL JONATHAN J. FRANKEL SESI GARIMELLA ARIEL GOLDMAN PATRICK GORDON JASON M. HALL STEPHEN HARPER WILLIAM M. HARTNETT CRAIG M. HOROWITZ TIMOTHY B. HOWELL DAVID G. JANUSZEWSKI JAKE KEAVENY BRIAN S. KELLEHER RICHARD KELLY CHÉRIE R. KISER ‡ JOEL KURTZBERG TED B. LACEY ALIZA R. LEVINE JOEL H. LEVITIN GEOFFREY E. LIEBMANN MARK LOFTUS |
TELEPHONE: (212) 701-3000 |
JOHN MacGREGOR BRIAN T. MARKLEY MEGHAN N. McDERMOTT WILLIAM J. MILLER EDWARD N. MOSS JOEL MOSS NOAH B. NEWITZ WARREN NEWTON § DAVID R. OWEN JOHN PAPACHRISTOS LUIS R. PENALVER SHEILA C. RAMESH MICHAEL W. REDDY OLEG REZZY THOMAS ROCHER * THORN ROSENTHAL TAMMY L. ROY JONATHAN A. SCHAFFZIN ANDREW SCHWARTZ DARREN SILVER JOSIAH M. SLOTNICK |
RICHARD A. STIEGLITZ JR. SUSANNA M. SUH ANTHONY K. TAMA JOHN A. TRIPODORO HERBERT S. WASHER FRANK WEIGAND MICHAEL B. WEISS DAVID WISHENGRAD C. ANTHONY WOLFE ELIZABETH M. YAHL * ADMITTED AS A SOLICITOR IN ± ADMITTED AS A SOLICITOR IN ‡ ADMITTED IN DC ONLY § ADMITTED AS AN ATTORNEY |
December 14, 2023
1-800-Flowers.com, Inc.
Two Jericho Plaza
Jericho, New York 11753
Re: S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) registering under the Securities Act of 1933, as amended, (the “Act”) 4,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), to be issued pursuant to the Company’s 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020, and amended as of October 3, 2023) (the “Plan”).
We have examined copies of such corporate records and made such inquiries as we have deemed necessary for purposes of rendering the opinion set forth below.
Based upon the foregoing, in our opinion, the shares of the Common Stock to be issued by the Company when issued in the manner contemplated by the Plan will be legally issued, fully paid and non-assessable.
In rendering the opinion set forth above, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.
We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
|
/s/ Cahill Gordon & Reindel llp |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
1-800-FLOWERS.COM, Inc.
Jericho, New York
We hereby consent to the incorporation by reference in this Registration Statement of our reports dated September 15, 2023, relating to the consolidated financial statements and schedule and the effectiveness of internal control over financial reporting, of 1-800-FLOWERS.COM, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended July 2, 2023.
/s/ BDO USA, P.C.
BDO USA, P.C.
Melville, New York
December 14, 2023
Exhibit 107
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit (2) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
Class A Common Stock |
Rule 457(h) |
4,000,000 |
$9.41 |
$37,640,000 |
$147.60 per $1,000,000 |
$5,555.66 |
Total Offering Amounts |
$37,640,000 | $5,555.66 | |||||
Total Fee Offsets |
- |
- |
|||||
Net Fee Due |
$5,555.66 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Registrant’s common stock that become issuable under the 2003 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s common stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act by averaging the high and low sales prices of the Registrant’s Class A Common Stock reported on The NASDAQ Global Select Market for December 8, 2023.
1 Year 1 800 Flowers Com Chart |
1 Month 1 800 Flowers Com Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions