SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 5, 2004 1-800-FLOWERS.COM, INC. ---------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-26841 11-3117311 --------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Incorporation) Number) 1600 Stewart Avenue Westbury, New York 11590 (516) 237-6000 ------------------------------------------------------------------------- (Addresses, including zip code, and telephone numbers, including area code, of principal executive offices) Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of 1-800-FLOWERS.COM, Inc., dated August 5, 2004. Item 9. Regulation FD Disclosure The Press Release attached as Exhibit 99.1 and incorporated by reference herein is being furnished pursuant to Item 12- Results of Operations and Financial Condition, of Form 8-K and is being presented under Item 9 of Form 8-K in accordance with interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any registration statement filed under the Securities Act of 1933. SIGNATURES 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. DATE: August 9, 2004 By: /s/ William E. Shea ------------------- William E. Shea Chief Financial Officer Senior Vice-President-Finance and Administration Exhibit Index Exhibit Number Description --------- ------------------------------------------------------------------- 99.1 Press release of 1-800-FLOWERS.COM, Inc., dated August 5, 2004, disclosing financial results for its fiscal 2004 fourth quarter ended June 27, 2004.