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

July 20, 2020

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.)

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)
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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
FLWS
The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐

Item 1.01  Entry into a Material Definitive Agreement.


On July 20, 2020, 1-800-Flowers.com, Inc., a Delaware corporation (the “Company”), 800-Flowers, Inc., a wholly owned subsidiary of the Company and a New York corporation (the “Purchaser”), PersonalizationMall.com, LLC, a Delaware limited liability company (“Personalization Mall”), and Bed Bath & Beyond Inc., a New York corporation (“Seller”), entered into an amendment (the “Amendment”) to that certain Equity Purchase Agreement dated  as of February 14, 2020, by and among the Company, the Purchaser, Personalization Mall, and Seller (the “Purchase Agreement”).  The Amendment reflects, among other things, an amended purchase price of $245 million (subject to certain working capital and other adjustments).  The parties anticipate the transaction to close on or before August 3, 2020, subject to customary closing conditions.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.  Additional information and details of the Purchase Agreement were previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 18, 2020 and any description of the Purchase Agreement is qualified in its entirety by reference to the complete copy of the Purchase Agreement which was included as Exhibit 2.1 in such Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01  Other Events.

On July 21, 2020, the Company issued a press release announcing the execution of a settlement agreement with respect to the litigation relating to the previously announced acquisition of Personalization Mall and the amended purchase price described in the Amendment.  A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit
No.
 
Description
 
 
   * This filing excludes exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon its request.
  
Special Note Regarding Forward-Looking Statements:

This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases.  These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements regarding the Company’s ability to achieve the expected results of Personalization Mall; its ability to successfully integrate the acquired businesses and assets; its ability to cost effectively acquire and retain customers; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and the impact of the Covid-19 pandemic on the Company and Personalization Mall. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this report or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, please refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.
 
 
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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  
    Senior Vice President, Treasurer and Chief Financial Officer  
       
 
Date:    July 22, 2020
 
Exhibit 10.1


AMENDMENT TO
EQUITY PURCHASE AGREEMENT
BY AND AMONG
PERSONALIZATIONMALL.COM, LLC,
BED, BATH & BEYOND INC.,
800-FLOWERS, INC.,
AND
1-800-FLOWERS.COM, INC.
DATED AS OF JULY 20, 2020




AMENDMENT TO EQUITY PURCHASE AGREEMENT

This Amendment (this “Amendment”) to the Equity Purchase Agreement dated February 14, 2020 (the “Agreement”) by and among (i) BED BATH & BEYOND INC., a New York corporation (the “Seller”), (ii) PERSONALIZATIONMALL.COM, INC., a Delaware limited liability company (the “Company”), (iii) 800-FLOWERS, INC., a New York corporation (the “Buyer”), and solely with respect to Article IX of the Agreement, 1-800-FLOWERS.COM, INC., a Delaware corporation (the “Parent”) is made and entered into as of July 20, 2020 (the “Effective Date”).  The Seller, Buyer, Company, and Parent each may be referred to herein as a “Party” and collectively as the “Parties.”  Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.
Closing.  The Closing Date shall be August 3, 2020.

2.
Determination of Purchase Price; Payments at Closing.  Clause (i) of Section 1.4(a) is deleted and replaced with the following: “$245,000,000, plus”; provided, that the Parties hereby agree that, in the event that the Closing does not occur on or before August 3, 2020 for any reason, this clause 2 will be void ab initio and of no further force or effect without any action by or on behalf of any of the Parties.

3.
Closing Failure.  In the event that the Buyer fails to consummate the Closing on or prior to August 3, 2020 and the Seller prevails in the litigation brought by the Seller to compel the Buyer to consummate the Closing, without limiting any other rights or remedies available to Seller under the Agreement, at Law or in equity the Buyer shall be liable and pay to the Seller: (a) the reasonable costs and expenses of Seller and its Affiliates incurred in connection with the litigation, including reasonable attorneys’ fees as determined by the court; and (b) if the court awards Seller interest on the Purchase Price, the applicable statutory interest rate.

4.
Transition Services Agreement. Buyer and Seller agree that the transition services agreement (the “TSA”) contemplated by Section 5.11(f) of the Agreement shall be executed by the Seller and the Company at Closing, substantially in the form of Exhibit A to this Amendment; provided, that the Parties acknowledge that the schedule of services set forth on Exhibit A to the TSA remains subject to ongoing discussion between the Parties and that between the date of this Amendment and August 3, 2020, the Parties shall reasonably cooperate in good faith to finalize Exhibit A to the TSA in a mutually acceptable manner.

5.
Miscellaneous. To the extent anything in this Amendment conflicts with the Agreement, this Amendment shall control.  Otherwise, all provisions of the Agreement shall remain in full force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the Effective Date.


  BUYER:  
       
       
     800-FLOWERS, INC.   
         
         


 By: /s/ William E. Shea  
      Name: William E. Shea  
         
      Title:   Vice President and Treasurer  
         



  PARENT:  
       
       
     800-FLOWERS, INC.   
         
         


 By: /s/ William E. Shea  
      Name: William E. Shea  
         
      Title:   Senior Vice President, Treasurer  
         
     
 and Chief Financial Officer
 
 


IN WITNESSS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the Effective Date.

  SELLER:  
       
     BED BATH & BEYOND INC.  
         
         


 By: /s/ Mark J. Tritton  
      Name: Mark J. Tritton  
         
      Title:   President and Chief Executive Officer  
         


  COMPANY:  
       
    PERSONALIZATIONMALL.COM, LLC 
 


 By: BED BATH & BEYOND INC.,  
      its sole member  
         
         
       /s/ Mark J. Tritton  
     By:  Name:  Mark J. Tritton  
      Title:   President and Chief Executive Officer  
         

 
 Exhibit 99.1


Bed Bath & Beyond Inc. and 1-800-FLOWERS.COM, INC. Enter into Settlement Agreement to Complete Sale of PersonalizationMall.com
UNION, N.J. and CARLE PLACE, N.Y., July 21, 2020 -- Bed Bath & Beyond Inc. (Nasdaq: BBBY) and 1-800-FLOWERS.COM, Inc. (Nasdaq: FLWS) today announced that the companies have entered into a settlement agreement with respect to the litigation relating to the previously announced sale of PersonalizationMall.com.
As part of this agreement, 1-800-FLOWERS.COM has agreed to move forward with its purchase of PersonalizationMall.com from Bed Bath & Beyond for $245 million, subject to certain working capital and other adjustments. The companies anticipate the transaction to close on or before August 3, 2020, subject to customary closing requirements. The closing of the transaction is not subject to any regulatory or financing conditions.
Upon close of the transaction, Bed Bath & Beyond will withdraw its existing litigation against 1-800-FLOWERS.COM and 800-FLOWERS, INC. related to the purchase agreement previously announced on February 18, 2020.
Advisors to Bed Bath & Beyond on this transaction include Goldman Sachs & Co LLC and Proskauer Rose LLP. 
Advisors to 1-800-FLOWERS.COM on this transaction include Citigroup Global Markets, Inc. and Cahill Gordon & Reindel LLP.
About 1-800-FLOWERS.COM, INC.

1-800-FLOWERS.COM, Inc. is a leading provider of gifts designed to help customers express, connect and celebrate. The Company’s Celebrations Ecosystem features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, Shari’s Berries®, FruitBouquets.com®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery℠, Personalization Universe®, Simply Chocolate®, and Goodsey®. We also offer top-quality steaks and chops from Stock Yards®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral wire service providing a broad-range of products and services designed to help professional florists grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; and DesignPac Gifts, LLC, a manufacturer of gift baskets and towers.1-800-FLOWERS.COM, Inc. was recognized as the 2019 Mid-Market Company of the Year by CEO Connection. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com or follow @1800FLOWERSInc on Twitter.
About Bed Bath & Beyond

Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omnichannel retailer that makes it easy for our customers to feel at home.  The Company sells a wide assortment of domestic merchandise and home furnishings.  The Company also provides a variety of textile products, amenities and other goods to institutional customers in the hospitality, cruise line, healthcare and other industries.  Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
Forward Looking Statements
This press release contains forward-looking statements, including, but not limited to, the closing of the sale of PersonalizationMall.com and the timing thereof. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Actual results may differ materially from those expressed in any such forward-looking statements as a result of many factors, including those specified above.  Neither Bed Bath & Beyond Inc. nor 1-800-FLOWERS.COM, Inc. undertakes any obligation to update any such forward-looking statements.
Media Contacts


1-800-FLOWERS.COM, Inc.
Kathleen Waugh
(516) 237-6028
kwaugh@1800flowers.com
Bed Bath & Beyond Inc.
Dominic Pendry
(908) 855-4202
dominic.pendry@bedbath.com

Investor Contacts
1-800-FLOWERS.COM, Inc.
Joseph D. Pititto
(516) 902-1232
jpititto@1800flowers.com

Bed Bath & Beyond Inc.
Janet M. Barth,
(908) 613-5820
 IR@bedbath.com