1-800-FLOWERS.COM, INC.
1600 Stewart Avenue
Westbury, New York 11590
Notice of Annual Meeting of Stockholders
December 4, 2002
The Annual Meeting of Stockholders (the "Annual Meeting") of
1-800-FLOWERS.COM, Inc. (the "Company") will be held at 395 North Service Road,
Melville, NY 11747, Lower Level Media Center (the "Meeting Place"), on
Wednesday, December 4, 2002 at 9:00 a.m. eastern standard time or any
adjournment thereof for the following purposes, as more fully described in the
Proxy Statement accompanying this notice:
(1) To elect three Directors to serve until the 2005 Annual Meeting or
until their respective successors shall have been duly elected and
qualified;
(2) To ratify the selection of Ernst & Young LLP, independent public
accountants, as auditors of the Company for the fiscal year ending
June 29, 2003; and
(3) To transact such other matters as may properly come before the Annual
Meeting.
Only stockholders of record at the close of business on October 8, 2002
will be entitled to notice of, and to vote at, the Annual Meeting. A list of
stockholders eligible to vote at the Annual Meeting will be available for
inspection at the Annual Meeting, and for a period of ten days prior to the
Annual Meeting, during regular business hours at the Meeting Place.
All stockholders are cordially invited to attend the Annual Meeting
in person. Whether or not you expect to attend the Annual Meeting, your proxy
vote is important. To assure your representation at the Annual Meeting, please
sign and date the enclosed proxy card and return it promptly in the enclosed
envelope, which requires no additional postage if mailed in the United States.
You may revoke your proxy at any time prior to the Annual Meeting. If you attend
the Annual Meeting and vote by ballot, your proxy will be revoked automatically
and only your vote at the Annual Meeting will be counted.
By Order of the Board of Directors
/s/ Gerard M. Gallagher
Gerard M. Gallagher
Corporate Secretary
Westbury, New York
November 1, 2002
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY
1-800-FLOWERS.COM, INC.
PROXY STATEMENT
November 1, 2002
This Proxy Statement is furnished to stockholders of record of
1-800-FLOWERS.COM, Inc. (the "Company") as of October 8, 2002 (the "Record
Date")in connection with the solicitation of proxies by the Board of Directors
of the Company (the "Board of Directors" or the "Board") for use at the Annual
Meeting of Stockholders (the "Annual Meeting") which will be held at 395
North Service Road, Melville, NY 11747, Lower Level Media Center (the "Meeting
Place"), on Wednesday, December 4, 2002 at 9:00 a.m. eastern standard time or
any adjournment thereof.
Shares cannot be voted at the Annual Meeting unless the owner
is present in person or by proxy. All properly executed and unrevoked proxies in
the accompanying form that are received in time for the Annual Meeting will be
voted at the Annual Meeting or any adjournment thereof in accordance with
instructions thereon, or if no instructions are given, will be voted "FOR" the
election of the named nominees as Directors of the Company, and "FOR" the
ratification of Ernst & Young LLP, independent public accountants, as auditors
of the Company for the fiscal year ending June 29, 2003, and will be voted in
accordance with the discretion of the persons appointed as proxies with respect
to other matters which may properly come before the Annual Meeting. Any person
giving a proxy may revoke it by written notice to the Company at any time prior
to the exercise of the proxy. In addition, although mere attendance at the
Annual Meeting will not revoke the proxy, a stockholder who attends the Annual
Meeting may withdraw his or her proxy and vote in person. Abstentions and broker
non-votes will be counted for purposes of determining the presence or absence of
a quorum for the transaction of business at the Annual Meeting. Abstentions will
be counted in tabulations of the votes cast on each of the proposals presented
at the Annual Meeting, whereas broker non-votes will not be counted for purposes
of determining whether a proposal has been approved.
The Annual Report of the Company (which does not form a part
of the proxy solicitation materials) is being distributed concurrently herewith
to stockholders.
The mailing address of the principal executive office of the
Company is 1600 Stewart Avenue, Westbury, New York 11590. This Proxy Statement
and the accompanying form of proxy are being mailed to the stockholders of the
Company on November 1, 2002.
VOTING SECURITIES
The Company has two classes of voting securities issued and
outstanding, its Class A common stock, par value $0.01 per share (the "Class A
Common Stock"), and its Class B common stock, par value $0.01 per share (the
"Class B Common Stock", and with the Class A Common Stock, the "Common Stock"),
which generally vote together as a single class on all matters presented to the
stockholders for their vote or approval. At the Annual Meeting, each stockholder
of record at the close of business on October 8, 2002 of Class A Common Stock
will be entitled to one vote for each share of Class A Common Stock owned on
that date as to each matter presented at the Annual Meeting and each stockholder
of record at the close of business on October 8, 2002 of Class B Common Stock
will be entitled to ten votes for each share of Class B Common Stock owned on
that date as to each matter presented at the Annual Meeting. On October 8, 2002,
28,299,105 shares of Class A Common Stock and 37,199,915 shares of Class B
Common Stock were outstanding. A list of stockholders eligible to vote at the
Annual Meeting will be available for inspection at the Annual Meeting, and for a
period of ten days prior to the Annual Meeting, during regular business hours at
the Meeting Place.
PROPOSAL 1
ELECTION OF DIRECTORS
Unless otherwise directed, the persons appointed in the
accompanying form of proxy intend to vote at the Annual Meeting "FOR" the
election of the nominees named below as Class III Directors of the Company to
serve until the 2005 Annual Meeting or until their successors are duly elected
and qualified. If any nominee is unable to be a candidate when the election
takes place, the shares represented by valid proxies will be voted in favor of
the remaining nominees. The Board of Directors does not currently anticipate
that any of the nominees will be unable to be a candidate for election.
Pursuant to the Company's Third Amended and Restated
Certificate of Incorporation, the Board of Directors has been divided into three
classes, denominated Class I, Class II and Class III, with members of each class
holding office for staggered three-year terms or until their respective
successors are duly elected and qualified. The Board of Directors currently
consists of nine members, three of whom are Class III Directors and each of
whose terms expire at the Annual Meeting. Each of such Class III Directors is a
nominee for election. The Class III Directors are Messrs. James F. McCann,
Christopher G. McCann and T. Guy Minetti. The Class I Directors are Messrs.
Jeffrey C. Walker, Kevin J. O'Connor and Lawrence V. Calcano whose terms expire
at the 2003 Annual Meeting. The Class II Directors are John J. Conefry, Jr.,
Leonard J. Elmore and Mary Lou Quinlan each of whose terms expire at the 2004
Annual Meeting. At each Annual Meeting, the successors to the Directors whose
terms have expired are elected to serve from the time of their election and
qualification until the third Annual Meeting following the election or until a
successor has been duly elected and qualified. The Company's Third Amended and
Restated Certificate of Incorporation authorizes the removal of Directors under
certain circumstances.
The affirmative vote of a plurality of the Company's
outstanding Common Stock present in person or by proxy at the Annual Meeting is
required to elect the nominees for Directors.
Information Regarding Nominees for Election as Directors (Class III Directors)
The following information with respect to the principal
occupation or employment, other affiliations and business experience of each of
the three nominees during the last five years has been furnished to the Company
by such nominee.
James F. McCann, age 51, has served as the Company's Chairman
of the Board and Chief Executive Officer since inception. Mr. McCann has been in
the floral industry since 1976 when he opened his retail chain of flower shops
in the New York metropolitan area. Mr. McCann is a member of the board of
directors of Gateway, Boyd's Bears and Very Special Arts, as well as the board
of Hofstra University and Winthrop-University Hospital. James F. McCann is the
brother of Christopher G. McCann, a Director and the President of the Company.
Christopher G. McCann, age 41, has been the Company's
President since September 2000 and prior to that was the Company's Senior Vice
President. Mr. McCann has been a Director of the Company since inception. Mr.
McCann serves on the board of directors of Neoware, Inc. and is a member of the
Board of Trustees of Marist College. Christopher G. McCann is the brother of
James F. McCann, the Company's Chairman of the Board and Chief Executive
Officer.
T. Guy Minetti, age 51, has been a Director of the Company
since December 1993 and became the Company's Vice Chairman in September 2000.
Mr. Minetti serves on the board of directors of American Sports Products Group
Inc., a sporting goods manufacturer that he co-founded in 1993. In March 1989,
Mr. Minetti founded Bayberry Advisors, an investment banking firm, and prior
thereto, Mr. Minetti was a Managing Director at Kidder, Peabody & Company.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF MESSRS.
JAMES F. MCCANN, CHRISTOPHER G. MCCANN AND T. GUY MINETTI AS CLASS III DIRECTORS
TO SERVE IN SUCH CAPACITY UNTIL THE 2005 ANNUAL MEETING.
Information Regarding Directors Who Are Not Nominees for Election at this Annual
Meeting
The following information with respect to the principal
occupation or employment, other affiliations and business experience during the
last five years of each Director who is not a nominee for election at this
Annual Meeting has been furnished to the Company by such Director.
Jeffrey C. Walker, age 47, has been a Director of the Company
since February 1995. Mr. Walker has been Managing Partner of JPMorgan Partners,
the private equity group of J.P. Morgan Chase & Co., since 1988, and a General
Partner thereof since 1984. He is also a Vice Chairman of J.P. Morgan Chase &
Co. Mr. Walker is a director of iXL, Guitar Center, House of Blues and Doane
PetCare as well as several other private companies.
John J. Conefry, Jr., age 58, has been a Director of the
Company since October 2002. Mr. Conefry is Vice Chairman of the Board of
Directors of Astoria Financial Corporation and its wholly-owned subsidiary
Astoria Federal Savings. He formerly served as the Chairman of the Board and CEO
of Long Island Bancorp and The Long Island Savings Bank from September 1993
until September 1998. Prior thereto, Mr. Conefry was a Sr. Vice President of
Merrill Lynch, Pierce, Fenner & Smith, Inc., where he served in various
capacities, including, Chief Financial Officer. Mr.Conefry was a partner in the
public accounting firm of Deloitte & Touche, LLP (formerly, Deloitte Haskins
& Sells). Mr.Conefry serves as Chairman of the Board of Trustees at Hofstra
University, and on the boards of Telecare, Inc., St. Vincent's Services, and
Wheel Chair Charities, Inc., among others.
Kevin J. O'Connor, age 41, has been a Director of the Company
since July 1999. Mr. O'Connor co-founded DoubleClick, Inc., an Internet
advertising network, and has served as the Chairman of the Board of Directors
since its inception in January 1996. From December 1995 until January 1996, Mr.
O'Connor served as Chief Executive Officer of Internet Advertising Network, an
Internet advertising company, which he founded. From September 1994 to December
1995, Mr. O'Connor served as director of Research for Digital Communications
Associates, a data communications company (now Attachmate Corporation), and from
April 1992 to September 1994, as its Chief Technical Officer and Vice President,
Research.
Lawrence V. Calcano, age 39, has been a Director of the
Company since August 1999. Mr. Calcano is a Managing Director and Co-Chief
Operating Officer of the High Technology Department at Goldman, Sachs & Co., a
worldwide investment banking firm. Prior to this appointment in July 1999, Mr.
Calcano managed the East Coast High Technology Group for Goldman from April
1993. Mr. Calcano also serves on Goldman's Firmwide Technology Operating
Committee as well as the Investment Banking Division's Technology Committee.
Leonard J. Elmore, age 50, has been a Director of the Company
since October 2002. Mr. Elmore is the President of Test University, a leading
provider of web-based, customized learning standardized test preparation and
education assessment solutions. Mr. Elmore also serves as the President of Pivot
Productions, Inc., a media production company specializing in marketing and
advertising. Prior to this appointment in 1999, Mr. Elmore practiced corporate
law as a Partner of the law firm Patton Boggs, LLP.
Mary Lou Quinlan, age 49, has been a Director of the Company
since May 2002. Ms. Quinlan is the founder and CEO of Just Ask A Woman, a
strategic consultancy dedicated to marketing with women, since its inception in
1999. Prior to that, Ms. Quinlan served as president and CEO of N.W. Ayer &
Partners, a U.S. advertising firm, from 1994 through 1999, and in executive
positions at Avon Products and DDB Needham Worldwide. In 1995 the Advertising
Women of New York named Ms. Quinlan the Advertising Woman of the Year, and in
1997 New York Women in Communications recognized her with the Matrix Award. Ms.
Quinlan also serves on the Board of Directors for her alma mater, Saint Joseph's
University in Philadelphia, and The Advertising Council.
Committees of the Board
The Audit Committee of the Board of Directors reports to the
Board regarding the appointment of the Company's independent public accountants,
the scope and results of its annual audits, compliance with accounting and
financial policies and management's procedures and policies relative to the
adequacy of internal accounting controls. The Company's Board of Directors
adopted a written charter for the Audit Committee in January 2000, which
outlines the responsibilities of the Audit Committee. For the fiscal year
ended June 30, 2002 ("Fiscal 2002"), the Audit Committee initially consisted of
Messrs. Beirne, Lax (Chairman) and O'Connor, who were all independent Directors
of the Company as that term is defined by the rules and regulations of the
National Association of Securities Dealers (the "NASD"). During Fiscal 2002, the
Audit Committee's composition changed with Ms. Quinlan replacing Mr. Beirne, and
Mr. O'Connor replacing Mr. Lax as Chairman of the Audit Committee. Subsequent to
Fiscal 2002, upon Mr. Conefry's election to the Board and Audit Committee, Mr.
Conefry replaced Mr. O'Connor as Chairman of the Audit Committee. The current
composition of the Audit Committee consists of Mr. Conefry (Chairman), Mr.
O'Connor and Ms. Quinlan, who are all independent Directors of the Company
as that term is defined by the rules and regulations of the NASD.
The Compensation Committee of the Board of Directors reviews
and makes recommendations to the Board regarding the Company's compensation
policies and all forms of compensation to be provided to the Company's executive
officers and Directors. In addition, the Compensation Committee administers the
Company's 1999 Stock Incentive Plan under which option grants, stock
appreciation rights, restricted awards and performance awards may be made to
Directors and executive officers of the Company and its subsidiaries. The Board
of Directors has authorized a secondary committee of the Compensation Committee
(the "Secondary Committee"), which consists of Mr. James F. McCann, to also
review stock compensation options for all of the Company's employees, other than
its executive officers. The current members of the Compensation Committee are
Mr. Walker (Chairman), Mr. Conefry and Ms. Quinlan, who are all independent
Directors of the Company as that term is defined by the rules and regulations
of the NASD.
Compensation Committee Interlocks and Insider Participation
No interlocking relationships exist between the Board of
Directors or the Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past. No member of the Compensation Committee was an
officer or employee of the Company at any time during Fiscal 2002.
Attendance at Board and Committee Meetings
During Fiscal 2002, the Board of Directors held six meetings
and acted by unanimous written consent on three occasions. During Fiscal 2002,
each Director attended at least 75% of the meetings of the Board of Directors.
The Audit Committee held three meetings during Fiscal 2002 and did not act by
unanimous written consent. All members of the Audit Committee were present at
such meetings. The Compensation Committee, including its Secondary Committee,
held four meetings in Fiscal 2002 and acted by unanimous written consent twice.
All members of the Compensation Committee were present at such meetings.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires
our officers and Directors, and persons who own more than 10% of a registered
class of our equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "Commission") and the
Nasdaq Stock Market. Officers, directors, and greater than 10% stockholders are
required by Commission regulations to furnish us with copies of all reports they
file pursuant to Section 16(a).
Based solely on a review of the copies of such reports
furnished to us, we believe that, since the Company's initial public offering,
all Section 16(a) filing requirements applicable to our officers, Directors and
greater than 10% stockholders have been satisfied.
Compensation of Directors
Cash Compensation. In order to provide some cash compensation
to non-employee Board members for all the time and effort that Board members
expend on attending Board meetings, reviewing materials furnished by the
Company, and otherwise rendering services to the Company as Directors, the Board
of Directors passed a resolution on October 28, 2002 to grant non-employee Board
members nominal cash compensation for their services. Board members will receive
$2,500 per personal attendance at a Board of Directors Meeting, $1,000 per Board
Meeting attended telephonically, $2,500 for personal attendance at a
Compensation Committee or Audit Committee Meeting (excluding committee meetings
held on the same day as scheduled meetings of the Board of Directors) and
reimbursement for reasonable travel and lodging expenses associated with
attendance at any meeting. In addition, Mr. Conefry will receive $2,500 per year
for his services as Audit Committee Chairperson.
Options. Each individual who first becomes a non-employee
member of the Board of Directors will automatically receive an option grant for
10,000 fully vested options of Class A Common Stock on the date such individual
joins the Board. In addition, on the date of each Annual Meeting, each non-
employee Board member is granted a fully vested option to purchase 5,000 shares
of Class A Common Stock, provided such individual has served on the Board for at
least six months.
Compensation information on James F. McCann, Christopher G.
McCann and T. Guy Minetti, who are Directors, as well as executive officers of
the Company, is contained under the section titled "Executive Compensation and
Other Information."
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following individuals were serving as executive officers
of the Company and certain of its subsidiaries on October 8, 2002:
Name Age Position with the Company
James F. McCann ......... 51 Chairman of the Board and Chief Executive Officer
Christopher G. McCann.... 41 Director and President
T. Guy Minetti........... 51 Director and Vice Chairman
Peter G. Rice............ 57 President of The Plow & Hearth, Inc.
William E. Shea.......... 43 Senior Vice President of Finance and
Administration, Treasurer, Chief Financial Officer
Gerard M. Gallagher...... 49 Senior Vice President, General Counsel,
Corporate Secretary
Thomas G. Hartnett....... 39 Senior Vice President of Retail and Fulfillment
Vincent J. McVeigh....... 42 Senior Vice President
Enzo J. Micali........... 43 Senior Vice President of Information Technology
Pamela Knox.............. 44 Senior Vice President of Marketing
Information Concerning Executive Officers Who Are Not Directors
Peter G. Rice, President of The Plow & Hearth, Inc., was
co-founder of The Plow & Hearth, Inc. and served as its President and Chairman
of the Board since its inception in November 1980. Mr. Rice was founder of Blue
Ridge Mountain Sports, a chain of retail backpacking/outdoor stores, and
co-founder of Phoenix Products, a manufacturer of kayaks. He is a member of the
Catalog Advisory Committee of the Direct Marketing Association and a past
director of the New England Mail Order Association and of the U.S. Senate
Productivity and Quality Award Board for Virginia.
William E. Shea has been our Senior Vice President of Finance
and Administration and Chief Financial Officer since September 2000. Before
holding his current position, Mr. Shea was our Vice President of Finance and
Corporate Controller after joining us in April 1996. From 1980 until joining us,
Mr. Shea was a certified public accountant with Ernst & Young LLP.
Gerard M. Gallagher has been our Senior Vice President,
General Counsel and Corporate Secretary since August 1999 and has been providing
legal services to the Company since its inception. Mr. Gallagher is the founder
and a managing partner in the law firm Gallagher, Walker, Bianco and Plastaras,
based in Mineola, New York, specializing in corporate, litigation and
intellectual property matters since 1993. Mr. Gallagher is duly admitted to
practice before the New York State Courts and the United States District Courts
of both the Eastern District and Southern District of New York.
Thomas G. Hartnett has been our Senior Vice President of
Retail and Fulfillment since September 2000. Before holding this position, Mr.
Hartnett held various positions within the Company since joining the Company in
1991, including Controller, Director of Store Operations, Vice President of
Retail Operations and most recently as Vice President of Strategic Development.
Vincent J. McVeigh has been our Senior Vice President since
October 2000. Before holding this position, Mr. McVeigh held various positions
within the Company since joining the Company in 1991, including Bloomnet
Manager, Director of Call Center Operations and, most recently, as Vice
President of Merchandising.
Pamela Knox has been our Senior Vice President of Marketing
since October 2000. Prior to joining the Company, Ms. Knox served as Vice
President of the Marketing Delivery Group of Citigroup Inc. since March 1997.
Prior to Citigroup Inc., formerly Citibank, Ms. Knox held several Marketing
Director positions with SBC Communications Inc., formerly Ameritech, since March
1995.
Enzo J. Micali has been our Senior Vice President of
Information Technology and Chief Technology Officer since December 2000. Prior
to joining the Company, Mr. Micali served as Chief Technology Officer for
InsLogic. Prior to joining InsLogic, Mr. Micali spent 12 years in various
technology management positions with J.P. Morgan Chase & Co., formerly Chase
Manhattan Bank.
Summary Compensation Table
The following table sets forth the annual and long-term
compensation paid by the Company during Fiscal 2002 and the fiscal years ended
July 1, 2001 and July 2, 2000 ("Fiscal 2001" and "Fiscal 2000") to the Company's
Chief Executive Officer and the four highest compensated other executive
officers of the Company whose total compensation during Fiscal 2002 exceeded
$100,000 (collectively, the "Named Executive Officers"):
Long-Term
Annual Compensation Compensation
---------------------- ---------------- --------------
Securities
Other Annual Underlying All Other
Fiscal Salary Bonus Compensation Options Compensation
Name and Principal Position Year ($) ($) ($)(1) (#)(2) ($)
--------------------------- ------- ---------- ---------- -------------- ------------- --------------
2002 $1,100,000 $80,000 300,000
James F. McCann................... 2001 $1,000,000 $170,000 -
Chief Executive Officer 2000 $1,000,000 $196,000 80,000
2002 $385,000 $46,000 300,000
Christopher G. McCann............. 2001 $330,220 $89,000 433,700
President 2000 $250,000 $86,000 451,000
2002 $300,000 $36,000 58,400
T. Guy Minetti.................... 2001 $291,000 $77,000 333,700
Vice Chairman 2000 $189,000 $74,000 123,000
2002 $238,000 $34,000 40,400
Peter G. Rice..................... 2001 $233,000 $52,000 122,550
President of The Plow & Hearth, 2000 $211,000 $65,000 169,000
Inc.
2002 $275,000 $33,000 138,000
Gerard M. Gallagher............... 2001 $282,000 $70,000 110,900
Senior Vice President, General 2000 $188,000 $74,000 148,000
Counsel, Secretary (3)
-----------------------------------------------
(1) Other compensation in the form of perquisites and other personal
benefits has been omitted as the aggregate amount of such perquisites
and other personal benefits constituted the lesser of $50,000 or 10% of
the total annual salary and bonus for the executive officer for such
year.
(2) The Company did not grant any stock appreciation rights or make any
long-term incentive plan payments to any Named Executive Officers in
Fiscal 2002, Fiscal 2001 or Fiscal 2000.
(3) The compensation listed in the summary compensation table for Mr.
Gallagher for Fiscal 2002, Fiscal 2001 and Fiscal 2000 was paid by the
Company to the law firm of Gallagher, Walker, Bianco and Plastaras.
More information regarding Mr. Gallagher's affiliation with Gallagher,
Walker, Bianco and Plastaras may be found under the section titled
"Related Party Transactions".
Option Grants in Last Fiscal Year
The following table provides information with respect to the
stock option grants made during Fiscal 2002 to the Named Executive Officers. No
stock appreciation rights were granted during Fiscal 2002.
Potential Realizable
% of Total Value at Assumed Rates
Number of Options of Stock Price
Securities Granted to Exercise Appreciation for
Underlying Employees Price Option Term (4)
Options in Fiscal ($/Share) Expiration
Name Granted (1) 2002 (2) (3) Date 5% 10%
--------------------------- ------------- ------------- ------------- ------------- ------------------------
James F. McCann 17,270 0.6% $12.74 8/2/2006 $35,254 $102,095
82,730 2.9% $11.58 8/2/2011 $602,489 $1,526,827
200,000 6.9% $12.87 1/11/2012 $1,618,775 $4,102,293
300,000 10.4% $2,256,518 $5,731,215
Christopher G. McCann 41,365 1.4% $11.58 8/2/2011 $301,245 $763,413
8,635 0.3% $12.74 8/2/2006 $17,627 $51,047
250,000 8.6% $12.87 1/11/2012 $2,023,468 $5,127,866
300,000 10.4% $2,342,340 $5,942,326
T. Guy Minetti 38,000 1.3% $11.58 8/2/2011 $276,739 $701,310
20,400 0.7% $12.87 1/11/2012 $165,115 $418,434
58,400 2.0% $441,854 $1,119,744
Peter G. Rice 20,000 0.7% $11.58 8/2/2011 $145,652 $369,111
20,400 0.7% $12.87 1/11/2012 $165,115 $418,434
40,400 1.4% $310,767 $787,545
Gerard M. Gallagher 38,000 1.3% $11.58 8/2/2011 $276,739 $701,310
100,000 3.5% $12.87 1/11/2012 $809,387 $2,051,147
138,000 4.8% $1,086,126 $2,752,457
836,800 28.9%
(1) The options listed in the table become exercisable at a rate of 20%
upon the completion of the first year of service and 20% at the
completion of each year of service thereafter. Each option, except for
incentive stock options granted to James F. McCann and Christopher G.
McCann which have a maximum term of five years, has a maximum term of
ten years, subject to earlier termination in the event of the
optionee's cessation of employment with the Company pursuant to the
terms of the Company's 1999 Stock Incentive Plan.
(2) Based on an aggregate 2,897,950 options granted in Fiscal 2002.
(3) The exercise price may be paid in cash, by surrendering shares
owned by the optionee for a sufficient period of time or
through a cashless exercise procedure.
(4) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the Securities and Exchange
Commission. There can be no assurance provided to any executive officer
or any other holder of the Company's securities that the actual stock
price appreciation over the 10-year option term will be at the assumed
5% and 10% levels. Unless the market price of the Common Stock
appreciates over the option term, no value will be realized from the
option grants made to the executive officers.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth the number of options exercised
during Fiscal 2002 and the number and value of unexercised options held by each
of the named executive officers at June 30, 2002.
Value
Shares Realized Number of Securities Underlying Value of Unexercised In-The-Money
Acquired on ($)(1) Unexercised Options at Fiscal Options at Fiscal Year End ($)(2)
Exercise (#) Year-End (#)
--------------- ---------- ---------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ---------------- --------------- ---------------- ---------------
James F. McCann............ - - 32,000 348,000 - -
Christopher G. McCann...... 423,000 $4,653,000 640,140 897,560 $4,485,629 $3,493,112
T. Guy Minetti............. - - 205,940 329,160 $1,148,653 $1,950,224
Peter G. Rice.............. - - 68,090 217,760 $344,993 $1,110,242
Gerard M. Gallagher........ 8,000 $87,522 123,380 285,520 $506,928 $1,011,941
(1) Amounts calculated by subtracting the exercise price of the options
from the market value of the underlying Class A Common Stock using the
closing selling price as reported on the Nasdaq National Market on the
date of exercise of these options.
(2) Amounts calculated by subtracting the exercise price of the options
from the market value of the underlying Class A Common Stock using the
closing selling price of $11.16 as reported on the Nasdaq National
Market for the last trading day of Fiscal 2002.
Employment Agreements
Mr. James F. McCann's employment agreement became effective as
of July 1, 1999. The agreement provides for a five year term, and on each
anniversary of the agreement, the term is extended for one additional year. Mr.
McCann is eligible to participate in the Company's management incentive plan,
other bonus or benefits plans, stock option plan, and is entitled to health and
life insurance coverage for himself and his dependents. The agreement provides
for an annual base salary with provisions allowing for annual increases. Mr.
McCann's annual salary for Fiscal 2002 was $1,100,000. Upon termination without
good cause or resignation for good reason, including a change of control, Mr.
McCann is entitled to severance pay in the amount of $2,500,000, plus the base
salary otherwise payable to him for the balance of the then current employment
term and any base salary, bonuses, vacation and unreimbursed expenses accrued
but unpaid as of the termination date, and health and life insurance coverage
for himself and his dependents for the balance of the then current employment
term. Upon termination due to death, or for good cause or a voluntary
resignation, Mr. McCann is not entitled to any compensation from the Company,
except for the payment of any base salary, bonuses, benefits or unreimbursed
expenses accrued but unpaid as of the date of termination.
Mr. Christopher G. McCann's employment agreement became
effective as of July 1, 1999. The agreement provides for a five year term, and
on each anniversary of the agreement, the term is extended for one additional
year. Mr. McCann is eligible to participate in the Company's management
incentive plan, other bonus or benefits plans, stock option plan, and is
entitled to health and life insurance coverage for himself and his dependents.
The agreement provides for an annual base salary with provisions allowing for
annual increases. Mr. McCann's annual salary for Fiscal 2002 was $385,000. Upon
termination without good cause or resignation for good reason, including a
change of control, Mr. McCann is entitled to severance pay in the amount of
$500,000, plus the base salary otherwise payable to him for the balance of the
then current employment term and any base salary, bonuses, vacation and
unreimbursed expenses accrued but unpaid as of the termination date, and health
and life insurance coverage for himself and his dependents for the balance of
the then current employment term. Upon termination due to death, or for good
cause, or a voluntary resignation, Mr. McCann is not entitled to any
compensation from the Company, except for the payment of any base salary,
bonuses, benefits or unreimbursed expenses accrued but unpaid as of the date of
such termination.
Mr. Peter G. Rice's employment agreement with The Plow &
Hearth, Inc. became effective as of April 3, 1998 and has been automatically
renewed through April 3, 2003. The agreement contains automatic one-year
renewals unless prior notice of termination is given. Mr. Rice's annual salary
for Fiscal 2002 was $238,000 and he was eligible to participate in the Company's
management incentive plan. Upon termination without cause, Mr. Rice is entitled
to an amount equal to his salary through the end of the agreement, any amounts
earned, accrued or owing but not yet paid as of the date of the termination and
other benefits, if any, as are payable to or for the benefit of Mr. Rice as of
the date of his termination until the end of the agreement.
Under their employment agreements, Messrs. James F. McCann and
Christopher G. McCann are each restricted from participating in a competitive
floral products business for a period of one year after a voluntary resignation
or termination for good cause. Mr. Rice has agreed not to compete with the
Company or solicit its clients or employees during his term of employment and
for two years immediately following his termination. Each of these executives is
also bound by confidentiality provisions, which prohibit the executive from,
among other things, disseminating or using confidential information about the
Company in any way that would be adverse to the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee advises the Board of Directors on
issues concerning the Company's compensation philosophy, and the compensation of
executive officers and other individuals compensated by the Company. The
Compensation Committee is responsible for the administration of the Company's
1999 Stock Incentive Plan under which option grants, stock appreciation rights,
restricted awards and performance awards may be made to Directors, executive
officers and employees of the Company and its subsidiaries. The Board of
Directors has authorized a secondary committee of the Compensation Committee to
also review stock compensation options for all of the Company's employees other
than its executive officers.
The Compensation Committee believes that the compensation
programs for the Company's executive officers should reflect the Company's
performance and the value created for the Company's stockholders. In addition,
the compensation programs should support the short-term and long-term strategic
goals and values of the Company and should reward individual contribution to the
Company's success. The Company is engaged in a very competitive industry, and
the Company's success depends upon its ability to attract and retain qualified
executives through the competitive compensation packages it offers to such
individuals.
General Compensation Policy. The fundamental policy of the
Compensation Committee is to advise the Board of Directors on information which
will aid the Board of Directors in providing the Company's executive officers
with competitive compensation opportunities based upon their contribution to the
development and financial success of the Company and their personal performance.
It is the Compensation Committee's philosophy to advise the Board of Directors
that a portion of each executive officer's compensation should be contingent
upon the Company's performance as well as upon such executive officer's own
level of performance. Accordingly, the compensation package for each executive
officer should be comprised of two elements: (i) base salary and bonus which
reflects experience and individual and Company performance and is designed to be
competitive with salary levels in the industry, and (ii) long-term stock-based
incentive awards which strengthen the mutuality of interests between the
executive officers and the Company's stockholders.
Factors. The principal factors which the Compensation
Committee considers in reviewing the components of each executive officer's
compensation package are summarized below. The Compensation Committee may,
however, in its discretion apply other factors in advising the Board of
Directors with respect to executive compensation for future years.
o Base Salary. The suggested base salary for each executive
officer is determined on the basis of the following factors: experience,
personal performance, the salary levels in effect for comparable positions
within and without the industry and internal base salary comparability
considerations. The weight given to each of these factors shall differ from
individual to individual as the Compensation Committee deems appropriate and
subject to any applicable employment agreements.
o Bonus. The bonus for Messrs. James F. McCann, Christopher G.
McCann, T. Guy Minetti, Gerard M. Gallagher, and William E. Shea is determined
by the Company's financial performance. For other executive officers,
consideration is also given to performance of the specific areas of the Company
under the executive officer's direct control. This balance supports the
accomplishment of the Company's overall financial objectives and rewards the
individual contributions of our executive officers.
o Long-Term Incentive Compensation. Long-term incentives are
provided primarily through grants of stock options. The grants are designed to
align the interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage the Company from
the perspective of an owner with an equity stake in the Company. Each option
grant allows the individual to acquire shares of the Company's Common Stock at a
fixed price per share over a specified period of time. Each option generally
becomes exercisable in installments over a fixed period, contingent upon the
executive officer's continued employment with the Company. Accordingly, the
option grant will provide a return to the executive officer only if the
executive officer remains employed by the Company during the vesting period, and
then only if the market price of the underlying shares appreciates.
The number of shares subject to each option grant is set at a
level intended to create a meaningful opportunity for stock ownership based on
the executive officer's current position with the Company, the base salary
associated with that position, the size of comparable awards made to individuals
in similar positions within the industry, the individual's potential for
increased responsibility and promotion over the option term and the individual's
personal performance in recent periods. The Compensation Committee also intends
to consider the number of unvested options held by the executive officer in
order to maintain an appropriate level of equity incentive for that individual.
However, the Compensation Committee may use its discretion in awarding options
to the Company's executive officers.
CEO Compensation. In July 1999, the Board of Directors
approved the Employment Agreement between the Company and James F. McCann, its
Chairman of the Board and Chief Executive Officer, which initially provided for
an annual salary of $1,000,000 and eligibility to participate in the Company's
management incentive plan, or other bonus or benefits plans, stock option plan,
and which is discussed in further detail under "Employment Agreements". The
Board determined it to be in the best interests of the Company to enter into the
Employment Agreement with Mr. McCann as of such date and believes that the
agreement with Mr. McCann and the compensation paid thereunder for Fiscal 2002
was fair and reasonable. In determining the total compensation for Mr. McCann,
and that such compensation was fair and reasonable in Fiscal 2002, a number of
factors were taken into account. These factors included: the key role Mr. McCann
has performed with the Company from its inception; the benefit to the Company in
assuring the retention of his services; the performance of the Company compared
to its budgeted performance during Fiscal 2002; the competitive market
conditions for executive compensation; and the objective evaluation of Mr.
McCann's performance of his duties as Chairman of the Board and Chief Executive
Officer.
Compliance with Internal Revenue Code Section 162(m). As a
result of Section 162(m) of the Internal Revenue Code of 1986 ("Section
162(m)"), as amended, which was enacted into law in 1993, the Company will not
be allowed a federal income tax deduction for compensation paid to certain
executive officers, to the extent that compensation exceeds $1 million per
officer in any one year. This limitation will apply to all compensation paid to
the covered executive officers which is not considered to be performance based.
Compensation which qualifies as performance-based compensation will not have
to be taken into account for purposes of this limitation. The 1999 Stock
Incentive Plan contains certain provisions which are intended to ensure that any
compensation deemed paid in connection with the exercise of stock options
granted under that plan with an exercise price equal to the market price of the
option shares on the grant date will qualify as performance-based compensation.
The Compensation Committee does not expect that the
non-performance based compensation to be paid to any of the Company's executive
officers, except James F. McCann for Fiscal 2002 will be subject to the
deduction limitations of Section 162(m). Further, in accordance with issued
Treasury Regulations relating to the $1 million limitation, the Committee may in
the future determine to restructure one or more components of the compensation
paid to the executive officers so as to qualify those components as
performance-based compensation that will not be subject to the $1 million
limitation.
THE COMPENSATION COMMITTEE
Jeffrey C. Walker, Chairman
Mary Lou Quinlan
Audit Committee Report1
September 11, 2002
To the Board of Directors
of 1-800-flowers.com, Inc. (the "Company"):
Our Audit Committee has reviewed and discussed the audited financials of the
Company for the year ended June 30, 2002 (the "Audited Financial Statements").
In addition, we have discussed with Ernst & Young LLP, the independent auditing
firm for the Company, the matters required by Codification of Statements on
Auditing Standards No. 61.
The Committee also has received the written disclosures and the letter from
Ernst & Young LLP required by Independence Standards Board Standard No. 1 and we
have discussed with that firm its independence from the Company. We also have
discussed with management of the Company and the auditing firm such other
matters and reviewed such assurances from them as we deemed appropriate.
Based on the foregoing review and discussions and relying thereon, we have
recommended to the Company's Board of Directors the inclusion of the Audited
Financial Statements in the Company's Annual Report for the year ended June 30,
2002 on Form 10-K.
Audit Committee
Kevin J. O'Connor, Chairman
Mary Lou Quinlan
Stock Performance Graph
The following graph compares the percentage change in the
cumulative total stockholder return on the Company's common stock during the
period from the Company's initial public offering in August 3, 1999, through
June 30, 2002, with the cumulative total returns of the Russell 2000 and Nasdaq
Non-Financial indices. The comparison assumes $100 was invested on the close of
business of August 3, 1999 in each of the foregoing indices, and assumes
dividends, if any were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Cumulative Total Return
--------------------------------------
8/3/99 6/00 6/01 6/02
1-800-FLOWERS.COM, INC. 100.00 28.18 81.59 61.36
RUSSELL 2000 100.00 119.83 120.51 110.15
NASDAQ NON-FINANCIAL 100.00 159.92 81.50 52.00
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to
beneficial ownership of the Company's Class A Common Stock and Class B Common
Stock, as of October 8, 2002, for (i) each person known by the Company to
beneficially own more than 5% of each class; (ii) each Director; (iii) each
Named Executive Officer; and (iv) all of the Company's executive officers and
Directors as a group. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and includes voting or
investment power with resect to the securities. Unless otherwise indicated, the
address for those listed below is c/o 1-800-FLOWERS.COM, Inc., 1600 Stewart
Avenue, Westbury, New York 11590. Except as indicated by footnote, and subject
to applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of common stock shown as
beneficially owned by them. The number of shares of common stock outstanding
used in calculating the percentage for each listed person includes the shares of
common stock underlying options held by such persons that are exercisable within
60 days of October 8, 2002, but excludes shares of common stock underlying
options held by any other person. Percentage of beneficial ownership is based on
28,299,105 shares of Class A Common Stock and 37,199,915 shares of Class B
Common Stock outstanding as of October 8, 2002.
Shares % of Shares
------ ------------
Beneficially Owned Beneficially Owned
------------------ ------------------
Name and Address of Beneficial Owner** A Shares B Shares A Shares B Shares
-------------------------------------- --------- -------- -------- --------
James F. McCann(1)......................... 52,000 36,231,105 0.2% 97.4%
Christopher G. McCann(2)................... 433,880 3,223,640 1.5% 8.6%
T. Guy Minetti(3).......................... 309,880 20,000 1.1% 0.1%
Peter G. Rice (4).......................... 130,580 - 0.5% -
Gerard M. Gallagher(5)..................... 154,510 12,000 0.5% -
Jeffrey C. Walker(6)....................... 3,926,589 - 13.9% -
Kevin J. O'Connor(7)....................... 103,500 - 0.4% -
Lawrence V. Calcano(8)..................... 45,000 - 0.2% -
Mary Lou Quinlan (9) 11,000 - - -
J.P. Morgan Partners (SBIC), LLC (10)...... 3,926,589 - 13.9% -
SOFTBANK America Inc.(11).................. 3,836,560 - 13.6% -
All directors and executive officers as a 9,303,209 37,521,745 31.3% 99.7%
group (14 persons)(12)..................
-----------
* Indicates less than 1%.
** Unless otherwise specified, the address of the beneficial owner is c/o
1-800-FLOWERS.COM, Inc., 1600 Stewart Avenue, Westbury, NY 11590.
(1) Includes (a) 52,000 shares of Class A Common Stock that may be acquired
within 60 days of October 8, 2002 through the exercise of stock
options, (b) 5,875,000 shares of Class B Common Stock held by
limited partnerships, of which Mr. McCann is a limited partner and does
not exercise control and of which he disclaims beneficial ownership,
and (c) 20,000 shares of Class B Common Stock held by The McCann
Charitable Foundation, Inc., of which Mr. McCann is a Director and the
President.
(2) Includes (a) 433,880 shares of Class A Common Stock that may be
acquired within 60 days of October 8, 2002 through the exercise of
stock options, (b) 2,000,000 shares of Class B Common Stock held by a
limited partnership, of which Mr. McCann is a general partner and
exercises control, (c) 353,000 shares of Class B Common Stock that
may be acquired within 60 days of October 8, 2002 through the exercise
of stock options, and (d) 20,000 shares of Class B Common Stock held by
The McCann Charitable Foundation, Inc., of which Mr. McCann is a
Director and the Treasurer.
(3) Includes (a) 300,280 shares of Class A Common Stock that may be
acquired within 60 days of October 8, 2002 through the exercise of
stock options, and (b) 20,000 shares of Class B Common Stock that may
be acquired within 60 days of October 8, 2002 through the exercise of
stock options.
(4) Includes (a) 750 shares of Class A Common Stock held by Mr. Rice's
wife, of which he disclaims beneficial ownership, (b) 101,930 shares of
Class A Common Stock that may be acquired within 60 days of October 8,
2002 through the exercise of stock options, and (c) 5,000 shares of
Class A Common Stock, held by Mr. Rice's wife, that may be acquired
within 60 days of October 8, 2002 through the exercise of stock
options, of which he disclaims beneficial ownership. Mr. Rice's address
is c/o The Plow & Hearth, Inc., State Road 230 West, Madison, VA 22727.
(5) Includes (a) 141,160 shares of Class A Common Stock that may be
acquired within 60 days of October 8, 2002 through the exercise of
stock options, and (b) 12,000 shares of Class B Common Stock that may
be acquired within 60 days of October 8, 2002 through the exercise of
stock options.
(6) The general partner of J.P. Morgan Partners (SBIC), LLC is J.P. Morgan
Partners (BHCA), L.P. Mr. Walker disclaims beneficial ownership of all
shares owned by J.P. Morgan Partners (SBIC), LLC. Mr. Walker's address
is c/o J.P. Morgan Partners (SBIC), LLC, 1221 Avenue of the Americas,
40th Floor, New York, New York 10020. Includes 30,000 shares of Class A
Common Stock that may be acquired within 60 days of October 8, 2002
through the exercise of stock options.
(7) Includes 40,000 shares of Class A Common Stock that may be acquired
within 60 days of October 8, 2002 through the exercise of stock
options. Mr. O'Connor's address is c/o DoubleClick, Inc., 41 Madison
Ave., 32nd Floor, New York, New York, 10010.
(8) Includes 40,000 shares of Class A Common Stock that may be acquired
within 60 days of October 8, 2002 through the exercise of stock
options. Mr. Calcano's address is c/o Goldman Sachs & Co., 85 Broad
Street, New York, New York 10004.
(9) Includes 10,000 shares of Class A Common Stock that may be acquired
within 60 days of October 8, 2002 through the exercise of stock
options. Ms. Quinlan's address is c/o Just Ask A Woman 79 Madison
Avenue 5th Floor, New York, NY 10016.
(10) The address of J.P. Morgan Partners (SBIC), LLC is 1221 Avenue of the
Americas, 40th Floor, New York, New York 10020.
(11) SOFTBANK America Inc. is an indirect wholly-owned subsidiary of
SOFTBANK Corp. Approximately 43.3% of the outstanding common stock of
SOFTBANK Corp. is owned by Masayoshi Son. SOFTBANK's address is
10 Langley Road, Suite 202, Newton Center, Massachusetts 02459.
(12) Includes (a) 1,445,560 shares of Class A Common Stock that may be
acquired within 60 days of October 8, 2002 through the exercise of
stock options, and (b) 420,000 shares of Class B Common Stock issuable
upon the exercise of currently exercisable stock options and options
which vest within 60 days.
RELATED PARTY TRANSACTIONS
Certain Business Relationships with Directors and officers
In Fiscal 2002 the Company and its subsidiaries paid $41,596 to
DoubleClick Inc. for marketing and advertising services. Kevin J. O'Connor, one
of the Company's Directors, serves as Chairman of the Board of DoubleClick. In
Fiscal 2002, the Company and its subsidiaries also paid $546,900 to Abacus, a
wholly owned subsidiary of DoubleClick, for marketing and advertising services.
The Company pays Gallagher, Walker, Bianco and Plastaras, a law firm in
which our Senior Vice President and General Counsel, Gerard M. Gallagher, is a
partner, a fee for Mr. Gallagher's services to the Company. The Company, with
the approval of the Board, also pays Gallagher, Walker fees for services
rendered by other members of the firm on the Company's behalf. The fees paid in
Fiscal 2002 by the Company to the firm for services provided by Mr. Gallagher
are set forth under the section titled "Summary Compensation Table," and for
legal services provided by other members of the firm in the sum of $346,055,
inclusive of disbursements; which fees the Company believes are fair and
reasonable.
The Company maintains life insurance for each of its executive
officers, except Mr. Gallagher, in the amount of $50,000 and also maintains a
directors' and officers' insurance policy.
General
The Company has a policy providing that all material transactions
between it and its officers, Directors and other affiliates must be on fair
terms and be approved by either a majority of the disinterested members of the
Board or the stockholders.
PROPOSAL 2
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors appointed Ernst & Young LLP ("E&Y"), independent public accountants
and auditors of the Company since 1993, as auditors of the Company to serve for
the year ending June 29, 2003 (the "Fiscal 2003"), subject to the ratification
of such appointment by the stockholders at the Annual Meeting.
AUDIT FEES
The aggregate fees for professional services rendered for (i) the
audit of the Company's annual financial statements set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2002, ("Fiscal
2002"), and (ii) the review of the Company's quarterly financial statements set
forth in the Company's Quarterly Report on Form 10-Q were approximately
$167,000.
ALL OTHER FEES
The aggregate fees for services other than those described above for
the fiscal year ended June 30, 2002 were approximately $238,000. The Audit
Committee has determined that the provision of such services is compatible with
maintaining E&Y's independence.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
E&Y did not render professional services relating to financial
information systems design and implementation for Fiscal 2002.
The affirmative vote of a plurality of the Company's outstanding
Common Stock present in person or by proxy is required to ratify the appointment
of the auditors. Unless otherwise instructed, the proxy holders will vote the
proxies received by them "FOR" the ratification of E&Y to serve as the Company's
auditors for Fiscal 2003. A representative of E&Y will attend the Annual Meeting
with the opportunity to make a statement if he or she so desires and will also
be available to answer inquiries.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION
AND APROVAL OF THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS
THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2003.
OTHER MATTERS
Management knows of no matters that are to be presented for action
at the meeting other than those set forth above. If any other matters
properly come before the meeting, the persons named in the enclosed form of
proxy will vote the shares represented by proxies in their discretion on such
matters.
Proxies will be solicited by mail and may also be solicited in person
or by telephone by some regular employees of the Company. The Company may also
consider the engagement of a proxy solicitation firm. Costs of the solicitation
will be borne by the Company.
STOCKHOLDER PROPOSALS
In accordance with regulations issued by the Securities and Exchange
Commission by certified mail-return receipt requested, stockholder proposals
intended for presentation at the 2003 Annual Meeting of Stockholders must be
delivered to the Secretary of the Company at the principal executive office of
the Company by July 3, 2003 if such proposals are to be considered for inclusion
in the Company's Proxy Statement for the 2003 Annual Meeting of Stockholders. If
a stockholder desires to bring business before an annual meeting which is not
the subject of a proposal timely submitted for inclusion in the Proxy Statement,
written notice of such business must be received by September 16, 2003.
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge to each beneficial holder of
its Common Stock on the Record Date who did not receive a copy of the Company's
Annual Report for the fiscal year ended June 30, 2002, on the written request
of such person, a copy of the Company's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission. Any such request should be made in
writing to the Secretary of the Company at the address set forth on the first
page of this Proxy Statement.
By Order of the Board of Directors
/s/ James F. McCann
James F. McCann
Chairman of the Board and Chief Executive Officer
Westbury, New York
November 1, 2002
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended.
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box: |_|
Preliminary proxy statement |_|
Definitive proxy statement |X|
Definitive additional materials |_|
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 |_|
1-800-FLOWERS.COM, Inc.
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
o Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
(Form of Proxy)
1-800-FLOWERS.COM, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - December 4, 2002
(This Proxy is solicited by the Board of Directors of the Company)
The undersigned stockholder of 1-800-FLOWERS.COM, Inc. hereby appoints James F.
McCann, Chairman of the Board and Chief Executive Officer, and Gerard M.
Gallagher, Senior Vice President, General Counsel, or any one of them, with full
power of substitution in each, as proxies to vote the shares of stock, in
accordance with the undersigned's specifications, which the undersigned could
vote if personally present at the Annual Meeting of Stockholders of
1-800-FLOWERS.COM, Inc. to be held at 395 North Service Road, Melville, NY
11747, Lower Level Media Center (the "Meeting Place"), on Wednesday, December 4,
2002 at 9:00 a.m eastern standard time or any adjournment thereof.
1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)
FOR all nominees below WITHHOLD AUTHORITY
|_| (except as marked to the contrary) |_| to vote for all nominees below
James F. McCann, Christopher G. McCann and T. Guy Minetti
INSTRUCTION: To withhold authority to vote for an individual nominee, write
the nominee's name in the space provided below.
--------------------------------------------------------------------------------
2. RATIFICATION OF INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN WITH RESPECT TO
|_| |_| |_|
proposal to ratify the selection of Ernst & Young LLP, independent
public accountants, as auditors of the Company for the fiscal year
ending June 29, 2003 as described in the Proxy Statement.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION
OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS, "FOR"
RATIFICATION OF INDEPENDENT AUDITORS, AND IN ACCORDANCE WITH THE
DISCRETION OF THE PROXIES AS TO OTHER MATTERS WHICH PROPERLY COME
BEFORE THE ANNUAL MEETING.
All of the proposals set forth are proposals of the Company. None of
the proposals is related to or conditioned upon approval of any other
proposal.
Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each stockholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign full
corporate name by an authorized officer. If the stockholder is a partnership,
please sign full partnership name by an authorized person.
-------------------------------------------
-------------------------------------------
Signature(s) of Stockholder
Dated:____________________
2 This report is not deemed to be "soliciting material" or deemed to be
filed with the Securities and Exchange Commission or subject to Regulation 14A
of the 1934 Act, except to the extent specifically requested by the Company or
incorporated in documents otherwise filed.
--------
1 This report is not deemed to be "soliciting material" or deemed to be
filed with the Securities and Exchange Commission or subject to Regulation 14A
of the 1934 Act, except to the extent specifically requested by the Company or
incorporated in documents otherwise filed.