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1 800 FLOWERS COM INCFORM 10-K(Annual Report)

Filed 09/12/14 for the Period Ending 06/29/14

Address

1600 STEWART AVE

WESTBURY, NY 11590

Telephone

5162376000

CIK

0001084869

Symbol

FLWS

SIC Code

5990 - Retail Stores, Not Elsewhere Classified

Industry

Retail (Specialty)

Sector

Services

Fiscal Year

06/27 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 29, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-26841

1-800-FLOWERS.COM, Inc.

(Exact name of registrant as specified in its charter)

One Old Country Road, Carle Place, New York 11514

(Address of principal executive offices)(Zip code) (516) 237-6000 (Registrant"s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes

No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and

posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant"s

knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large

accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

No

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant"

s most

recently completed second fiscal quarter, December 29, 2013, was approximately $108,444,000. The registrant has no non-voting common stock.

27,103,837

(Number of shares of class A common stock outstanding as of September 5, 2014)

36,845,465

(Number of shares of class B common stock outstanding as of September 5, 2014)

DOCUMENTS INCORPORATED BY REFERENCE: DELAWARE

11-3117311

(State or other jurisdiction of (I.R.S. Employer incorporation or organization)

Identification No.)

Title of each class Name of each Exchange on which registered Class A common stock, par value $0.01 per share The Nasdaq Stock Market, Inc.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company) Smaller reporting company

Portions of the Registrant"s Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (the Definitive Proxy Statement) are incorporated by reference into Part III

of this Report.

1-800-FLOWERS.COM, INC.

FORM 10-K

For the fiscal year ended June 29, 2014

INDEX

Part I.

Item 1. Business 1

Item 1A. Risk Factors 12

Item 1B. Unresolved Staff Comments 19

Item 2. Properties 20

Item 3. Legal Proceedings 20

Item 4. Mine Safety Disclosures 21

Executive Officers of the Registrant 22

Part II .

Item 5. Market for Registrant"s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24

Item 6. Selected Financial Data 26

Item 7. Management"s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 46 Item 8. Financial Statements and Supplementary Data 46 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 46

Item 9A. Controls and Procedures 46

Item 9B. Other Information 49

Part III.

Item 10. Directors, Executive Officers and Corporate Governance 49

Item 11. Executive Compensation 49

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 49

Item 13. Certain Relationships and Related Transactions, and Director Independence 49 Item 14. Principal Accounting Fees and Services 49

Part IV.

Item 15. Exhibits, Financial Statement Schedules 50

Signatures 52

PART I

Item 1. BUSINESS

The Company

1-800-FLOWERS.COM, Inc. is the world"s leading florist and gift shop. For more than 35 years, 1-800-FLOWERS® (1-800-356-

9377 or www.1800flowers.com) has been

helping deliver smiles for our customers with gifts for every occasion, including fresh flowers and the finest selection of plants, gift baskets, gourmet foods, confections, candles,

balloons and plush stuffed animals. As always, our 100% Smile Guarantee backs every gift. 1-800-FLOWERS.COM was awarded the 2014 Silver Stevie Award, recognizing the

organization"s outstanding Customer Service and commitment to our 100% Smile Guarantee. 1-800-FLOWERS.COM has been honored in Internet Retailer"s "Top 500 Guide" for

2014. Of Internet Retailer"s "2013 Top 100 E-Retailers," 1-800-FLOWERS.COM was named one of 12 e-retailers that LightningBuy mobile analysts deemed "exceptional user

interface for consumers using guest checkout." 1-800-FLOWERS.COM received a Gold Award for Best User Experience on a Mobile Optimized Site for the 2013 Horizon

Interactive Awards. 1-800-FLOWERS.COM is rated EXCELLENT by StellaService which represents a general high quality of service for its customer service performance.

The Company"s BloomNet® international floral wire service (www.mybloomnet.net) provides a broad range of quality products and value-

added services designed to help

professional florists grow their businesses profitably. The 1-800-FLOWERS.COM "Gift Shop" also includes gourmet gifts such as popcorn and specialty treats from: The Popcorn

Factory® (1-800-541-2676 or www.thepopcornfactory.com); cookies and baked gifts from Cheryl"s® (1-800-443-8124 or www.cheryls.com); premium chocolates and

confections from Fannie May® confections brands (www.fanniemay.com and www.harrylondon.com); gift baskets and towers from 1-800-Baskets.com®

(www.1800baskets.com); incredible, carved fresh fruit arrangements from FruitBouquets.com (www.fruitbouquets.com); top quality steaks and chops from Stock Yards®

(www.stockyards.com); as well as premium branded customizable invitations and personal stationery from FineStationery.com® (www.finestationery.com). The Company"s

Celebrations® brand (www.celebrations.com) is a source for creative party ideas, must-read articles, online invitations and ecards, all created to help people celebrate holidays and

the everyday.

On August 30, 2014, the Company entered into a definitive agreement to acquire Harry & David Holdings, Inc (Harry & David), a leading multi-

channel specialty retailer and

producer of branded premium gift-quality fruit, gourmet food products and other gifts marketed under the Harry & David®, Wolferman"s® and Cushman"s® brands. The

anticipated transaction, at a purchase price of $142.5 million, includes the Harry & David"s brands and websites as well as its headquarters, manufacturing and distribution

facilities and orchards in Medford, Oregon, a warehouse and distribution facility in Hebron, Ohio and 47 Harry & David retail stores located throughout the country. Harry &

David"s revenues were approximately $380 million in its fiscal 2013. 1-800-FLOWERS.COM, Inc. has secured committed funding for the acquisition from JP Morgan Chase and

Wells Fargo Bank. The acquisition is expected to close in October 2014, subject to the satisfaction of customary closing conditions, including regulatory approval. Unless

otherwise specified, the information contained in this Annual Report on Form 10-K excludes Harry & David.

On September 6, 2011, the Company completed the sale of certain assets of its wine fulfillment services business operated by its Winetasting Network subsidiary. During the

fourth quarter of fiscal 2013, the Company made the strategic decision to divest the e-commerce and procurement businesses of The Winetasting Network in order to focus on

growth opportunities in its Gourmet Foods and Gift Baskets business segment. The Company closed on the sale of its Winetasting Network business on December 31, 2013. The

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