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) March 24, 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.)
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; Election of Directors; Compensatory Arrangements of
Certain Directors.
On March 19, 2009 the Board of Directors of 1-800-FLOWERS.COM, Inc. (the
"Company") elected Larry Zarin a Class III Director effective on March 19, 2009.
Mr. Zarin's term will expire at the Company's 2011 Annual Meeting of
Stockholders. Mr. Zarin will serve on the Board's Compensation Committee. The
Company's Board of Directors has determined that Mr. Zarin is an independent
director, as such independence requirements are established by the Nasdaq Stock
Market, Inc. and the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and the rules and regulations promulgated there under.
Mr. Zarin, age 54, is Senior Vice President, Marketing & Corporate
Communications for Express Scripts, Inc, one of the largest pharmacy benefit
management (PBM) companies in North America, providing PBM services to millions
of consumers. Express Scripts serves thousands of client groups, including
managed-care organizations, insurance carriers, third-party administrators,
employers and union-sponsored benefit plans. Express Scripts is headquartered in
St. Louis, Missouri. As Senior Vice President, Mr. Zarin is responsible for
corporate marketing and the overall management of the Express Scripts brand.
Mr. Zarin came to Express Scripts in 1996 as President of Express Scripts
Vision, the company's managed vision care subsidiary. In January 1998, after the
sale of Express Scripts Vision, Mr. Zarin moved to corporate, where he had a
leading role in the successful integration of the company's numerous major
acquisitions -- including ValueRx, Diversified Pharmaceutical Services, NPA,
CuraScript and Priority Healthcare.
Following graduation from the Newhouse School of Communications at Syracuse
University, Mr. Zarin worked for the mayor of Syracuse for five years before
moving to entertainment marketing. He spent the next 15 years working with a
long list of corporate clients, including CBS, Nickelodeon, Lever Brothers, HBO,
Kraft Foods, Universal Studio Tours and others. Larry's relationship with
Express Scripts began when the company retained the services of the consulting
firm he headed from 1991 to 1996.
In connection with his appointment, Mr. Zarin was granted the same compensation
as the other non-employee directors. As such, Mr. Zarin is entitled to receive
as of the date of the Company's Annual Meeting of Shareholders, an annual
retainer of $12,500 and an annual award of 10,000 stock options, or, in lieu
thereof, the equivalent number of RSA's based upon a 4 to 1 ratio between
options and RSA's. In addition, Mr Zarin will receive a fee of $2,500 for each
board meeting or committee meeting attended in person, a fee of $1,000 for each
board meeting or committee meeting attended telephonically and the reimbursement
of reasonable out-of-pocket travel and lodging expenses incurred by him in
connection with his attendance at any board or committee meeting.
# # #
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
Chief Financial Officer, Senior Vice-President
Finance and Administration
Date: March 24, 2009