8-K 1 eight.txt 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 16, 2007 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On March 16, 2007, Mr. Deven Sharma informed 1-800-FLOWERS.COM, INC. (the "Company") and the Board of Directors of the Company that he was resigning from the Board of Directors effective March 16, 2007. Mr. Sharma indicated that his resignation is due to his recent appointment as a senior operating executive of Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and Standard & Poor's policy that prohibits employees from serving on non-affiliated boards of directors. Mr. Sharma did not resign as the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. 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. Date: March 19, 2007 1-800-FLOWERS.COM, Inc. By: /s/ William E. Shea William E. Shea Chief Financial Officer, Senior Vice-President Finance and Administration