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) May 21, 2009
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.)
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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)
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 8.01 Other Events
On May 21, 2009, 1-800-FLOWERS.COM, Inc. entered into an amendment to its credit agreement with a syndicate of banks and other financial institutions led by JPMorgan Chase Bank, N.A. A copy of the amendment to the agreement is included as Exhibit 99.1 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are furnished with this Form 8-K:
99.1 Second Amendment dated May 21, 2009.
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: May 26, 2009
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SECOND AMENDMENT
SECOND AMENDMENT, dated as of May21, 2009 (the "Second Amendment"), to the Credit Agreement referred to below, among 1-800-FLOWERS.COM, INC., the SUBSIDIARY BORROWERS party hereto, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
The Borrower, the Subsidiary Borrowers, the Subsidiary Guarantors, certain of the Lenders party hereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of August 28, 2008 (as amended, the "Credit Agreement"). The parties hereto wish to amend the Credit Agreement in certain respects, and accordingly, hereby agree as follows:
Section 1. Definitions. Capitalized terms used in this Second Amendment and not otherwise defined are used herein as defined in the Credit Agreement as amended hereby. As used in this Second Amendment, "Second Amendment Effective Date" shall mean March 29, 2009.
Section 2. Amendments. Effective as provided in Section 3 hereof, the Credit Agreement shall be amended as follows:
2.01. Section 1.01 of the Credit Agreement is hereby amended by adding the following new definition, in proper alphabetical order, as follows:
"IBM Capital Lease" means that certain Project Financing Agreement, dated as of March 11, 2009 between IBM Credit LLC and the Company.
2.02. The definition "Capital Expenditures" shall be amended in its entirety as follows:
"Capital Expenditures" means, for any period, expenditures (including the aggregate amount of Capital Lease Obligations (other than (i) up to $5,000,000 in Capital Lease Obligations under the IBM Capital Lease and (ii) up to $5,000,000 in Capital Lease Obligations under the BofA Capital Lease) incurred during such period) made by the Company or any of its Subsidiaries to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs) during such period computed in accordance with GAAP."
Section 3. Conditions Precedent to Effectiveness. The amendments set forth herein shall become effective as of the Second Amendment Effective Date upon receipt by the Administrative Agent of one or more counterparts of this Second Amendment, executed and delivered by the Loan Parties and the Required Lenders.
Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Second Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Second Amendment by signing any such counterpart. This Second Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
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[Signature Page to Second Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered as of the day and year first above written.
1-800-FLOWERS.COM, Inc.
By: /s/William E. Shea
William E. Shea
Chief Financial Officer
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SUBSIDIARY GUARANTORS:
CONROY'S, INC.
THE WINETASTING NETWORK
1-800-FLOWERS RETAIL INC.
1-800-FLOWERS SEASONAL TEAM, INC.
1-800-FLOWERS TEAM SERVICES, INC.
1-800-FLOWERS.COM FRANCHISE CO., INC.
BLOOMNET, INC.
THE CHILDREN'S GROUP, INC.
THE POPCORN FACTORY, INC.
AMALGAMATED CONSOLIDATED ENTERPRISES, INC.
800-FLOWERS, INC.
BLOOMNET TECHNOLOGIES, INC.
CHERYL & CO.
THE PLOW & HEARTH, INC.
FANNIE MAY CONFECTIONS BRANDS, INC.
FANNIE MAY CONFECTIONS, INC.
HARRY LONDON CANDIES, INC.
FMCB ACQUISITION CO., INC.
DESIGNPAC CO, INC.
FRESH GIFT CARDS, INC.
1-800-FLOWERS SERVICE SUPPORT CENTER, INC.
NAPCO MARKETING CORP.
For each of the foregoing entities:
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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DESIGNPAC GIFTS, LLC
By: DESIGNPAC CO., INC., its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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GUARDED REALTY HOLDINGS, LLC
By: 1-800-FLOWERS SERVICE
SUPPORT CENTER, INC., its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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THE PLOW & HEARTH I, LLC
By: THE PLOW & HEARTH, INC., its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President
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CONNECT 7 PRODUCTIONS, LLC
By: 800-FLOWERS, INC., its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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WTN SERVICES, LLC
By: THE WINETASTING NETWORK, its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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SUBSIDIARY BORROWERS:
THE WINETASTING NETWORK
BLOOMNET, INC.
THE CHILDREN'S GROUP, INC.
THE POPCORN FACTORY, INC.
800-FLOWERS, INC.
BLOOMNET TECHNOLOGIES, INC.
CHERYL & CO.
THE PLOW & HEARTH, INC.
FANNIE MAY CONFECTIONS BRANDS, INC.
FANNIE MAY CONFECTIONS, INC.
HARRY LONDON CANDIES, INC.
NAPCO MARKETING CORP.
For each of the foregoing entities:
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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DESIGNPAC GIFTS, LLC
By: DESIGNPAC CO., INC., its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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WTN SERVICES, LLC
By: THE WINETASTING NETWORK, its sole member
By: /s/William E. Shea
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William E. Shea
Vice-President and Treasurer
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JPMORGAN CHASE BANK, N.A.
as Administrative Agent and as a Lender, and as
Swing Line Lender, and as Issuing Lender
By: /s/ Alicia T. Schreibstein
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Alicia T. Schreibstein
Vice-President
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TD BANK, N.A., as a Lender,
By: /s/ John Topolovee
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John Topolovee
Vice-President
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HSBC BANK USA, National Association, as a Lender
By: /s/ Brian S. Dossie
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Brian S. Dossie
Vice-President
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Wachovia BANK N.A., as a Lender
By: /s/ Robert J. Milas
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Robert J. Milas
Vice-President
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Capital One, N.A., as a Lender
By: /s/ Jed Pomerantz
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Jed Pomerantz
Vice-President
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Bank of America, N.A., as a Lender
By: /s/ Steven J. Melicharck
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Steven J. Melicharck
Senior Vice-President
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