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) January 18, 2005
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26841 11-3117311
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
1600 Stewart Avenue 11590
Westbury, NY
(Address of principal executive offices) (Zip Code)
(516) 237-6000
(Registrant's telephone number, including area code)
N/A
(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 registrants 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 2.02. Results of Operations and Financial Condition
In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company notes that certain statements set
forth in this Current Report on Form 8-K provide other than historical
information and are forward looking. The actual achievement of any forecasted
results, or the unfolding of future economic or business developments in a way
anticipated or projected by the Company, involve numerous risks and
uncertainties. These risks and uncertainties include, but are not limited to:
the Company's ability to profitably grow its business during the second half of
its fiscal year; its ability to integrate and profitably grow the businesses of
its acquired companies; its ability to maintain and enhance its online shopping
web sites to attract customers; its ability to successfully introduce new
products and product categories; its ability to provide timely fulfillment of
customer orders; its ability to cost effectively acquire and retain customers;
its ability to compete against existing and new competitors; its ability to cost
efficiently manage inventories and general consumer sentiment and economic
conditions that may affect levels of discretionary customer purchases of the
Company's products. For a more detailed description of these and other risk
factors, please refer to the Company's SEC filings including the Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company
expressly disclaims any intent or obligation to update any of the forward
looking statements made in this release, or in any of its SEC filings except, as
may be otherwise stated by the Company.
On January 18, 2005, the company issued an earnings release announcing its
financial results for its fiscal 2005 second quarter ended December 26, 2004.
The press release is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference as if fully set forth.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are furnished with this Form 8-K:
99.1 Earnings Release dated January 18, 2005.
SIGNATURE
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.
By: /s/ William E. Shea
William E. Shea
Chief Financial Officer, Senior Vice-President-
Finance and Administration
Date: January 31, 2005