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): December 11, 2014
FTD Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-35901 |
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32-0255852 |
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(State or Other jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer |
3113 Woodcreek Drive
Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (ZIP Code)
Telephone: (630) 719-7800
(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 registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 11, 2014, FTD Companies, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the issuance (the “stock issuance”) of 10,203,010 shares of Company common stock to a wholly owned subsidiary of Liberty Interactive Corporation (“LIC”), pursuant to the Stock Purchase Agreement, dated July 30, 2014, by and among the Company, LIC and Provide Commerce, Inc., an indirect wholly owned subsidiary of LIC (“Provide Commerce”), pursuant to which FTD (through a wholly owned subsidiary) proposes to acquire from a wholly owned subsidiary of LIC all of the issued and outstanding shares of common stock of Provide Commerce.
The matters voted upon at the Special Meeting were as follows:
· A proposal to approve the stock issuance (the “Stock Issuance Proposal”); and
· A proposal to adjourn the Special Meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are not sufficient votes at the Special Meeting to constitute a quorum to approve the stock issuance (the “Adjournment Proposal”).
Both proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 3, 2014.
For each of the foregoing proposals, a quorum was present for the purpose of the vote. The Company’s stockholders approved the Stock Issuance Proposal. The following is a summary of the voting results for the Stock Issuance Proposal:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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13,891,492 |
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35,363 |
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14,778 |
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— |
As there were sufficient votes to approve the Stock Issuance Proposal, adjournment of the Special Meeting to solicit additional proxies was unnecessary, and the Adjournment Proposal was not submitted to the Company’s stockholders for approval at the Special Meeting.
On December 11, 2014, FTD issued a press release announcing the result of the vote of FTD stockholders at the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated December 11, 2014 |
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.
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FTD COMPANIES, INC. | ||
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Dated: |
December 11, 2014 |
By: |
/s/ Becky A. Sheehan | |
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Name: |
Becky A. Sheehan |
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Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
FTD COMPANIES, INC. STOCKHOLDERS APPROVE STOCK ISSUANCE FOR PROVIDE COMMERCE ACQUISITION
FTD to Issue 10.2 Million Shares of FTD Common Stock
to Liberty Interactive Corporation
Transaction Expected to Close on December 31, 2014
DOWNERS GROVE, Ill. (December 11, 2014) — FTD Companies, Inc. (“FTD”) (NASDAQ: FTD) today announced that FTD stockholders approved the issuance of 10.2 million shares of FTD common stock to Liberty Interactive Corporation (“Liberty”) (NASDAQ: QVCA, QVCB, LVNTA, LVNTB) as partial consideration in the pending acquisition of Liberty’s Provide Commerce floral and gifting business.
At the special meeting of FTD stockholders held on December 11, 2014, 99.6% of the shares voted by FTD stockholders were cast in favor of the stock issuance.
Under the terms of the transaction agreement, Provide Commerce will become a wholly-owned subsidiary of FTD. In addition to the 10.2 million shares of FTD common stock, the purchase price includes approximately $121 million in cash.
The transaction is expected to close on December 31, 2014 and is subject only to customary closing conditions now that FTD stockholder approval has been obtained and notice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been received. Upon closing, FTD will have approximately 29.2 million shares outstanding and Liberty will own approximately 35% of FTD shares outstanding.
About FTD
FTD Companies, Inc. is a premier floral and gifting company. FTD provides floral, gift and related products and services to consumers, retail florists, and other retail locations primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the highly-recognized FTD® and Interflora® brands, both supported by the iconic Mercury Man logo that is displayed in nearly 40,000 floral shops in approximately 150 countries. FTD’s portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those interests are currently attributed to two tracking stock groups: the QVC Group and the Liberty Ventures Group. The businesses and assets attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty Interactive’s subsidiary, QVC, Inc., and its interest in HSN, Inc., and the businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive Corporation’s businesses and assets other than those attributed to the QVC Group, including its interest in Expedia, its subsidiaries Provide Commerce, Backcountry.com, Bodybuilding.com, CommerceHub, LMC Right Start and Evite,
and minority interests in Time Warner, Time Warner Cable, Lending Tree and Interval Leisure Group.
Cautionary Information Regarding Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about our strategies; statements regarding potential acquisitions, including the planned acquisition of Provide Commerce; the anticipated benefits of our separation from United Online; future financial performance; revenues; segment metrics; operating expenses; market trends, including those in the markets in which we compete; liquidity; cash flows and uses of cash; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness and invest in initiatives; our products and services; pricing; marketing plans; competition; settlement of legal matters; and the impact of accounting changes and other pronouncements. Potential factors that could affect these forward-looking statements include, among others, the factors disclosed in the Company’s press release issued on July 30, 2014 and the Company’s definitive proxy statement filed on November 3, 2014, relating to the planned acquisition of Provide Commerce and the factors disclosed in the Company’s other filings with the Securities and Exchange Commission (www.sec.gov), including without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision or update to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contacts
Investor Relations:
Jandy Tomy
630-724-6984
ir@ftdi.com
Media Inquiries:
Emily Bucholz
630-724-6692
pr@ftdi.com