1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 30, 2017, 1-800-Flowers.com, Inc. (the Company) completed
the previously announced sale (the Disposition) of Fannie May
Confections Brands, Inc., including its subsidiaries, Fannie May
Confections, Inc. and Harry London Candies, Inc. (Fannie May) to
Ferrero International S.A., (Ferrero), to a Stock Purchase
Agreement (the Purchase Agreement) entered into on March 15,
2017. The aggregate consideration paid to the Company in exchange
for all of the outstanding equity of Fannie May was $115.0
million in cash (subject to adjustment for seasonal working
capital). The Purchase Agreement contains customary
representations, warranties and covenants by the Company and
Ferrero.

In connection with the Disposition, effective with the closing on
May 30, 2017, the Company also entered into a transition services
agreement, whereby the Company will provide certain post-closing
services to Ferrero and Fannie May, related to the business of
Fannie May, and a commercial agreement with respect to the
distribution of certain Ferrero and Fannie May products.

The Purchase Agreement was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on March 20, 2017 and
incorporated herein by reference. The foregoing summary has been
included to provide investors and security holders with
information regarding certain terms, does not purport to be
complete and is subject to, and is qualified in its entirety by
the full text, terms and conditions of the Purchase Agreement. It
is not intended to provide any other factual information about
the Company or Ferrero or to modify or supplement any factual
disclosures about the Company in its public reports filed with
the U.S. Securities and Exchange Commission (theSEC). The
Purchase Agreement includes representations, warranties and
covenants of the Company and Ferrero made solely for purposes of
the Purchase Agreement and which may be subject to important
qualifications and limitations agreed to by the Company and
Ferrero in connection with the negotiated terms of the Purchase
Agreement. Moreover, some of those representations and warranties
may not be accurate or complete as of any specified date, may be
subject to a contractual standard of materiality different from
those generally applicable to the Companys SEC filings or may
have been used for purposes of allocating risk among the Company
and Ferrero rather than establishing matters as facts.

The Company has attached as Exhibit 99.2unaudited pro forma
condensed consolidated financial information to illustrate the
pro forma effects of this Disposition.

Item 8.01 Other Events.

On May 30, 2017, the Company issued a press release announcing
the closing of the Disposition. A copy of the press release is
included as Exhibit 99.1 to this Current Report on Form 8-k.

Item 9.01. Financial Statements and
Exhibits.

(b) Pro forma financial information. The unaudited pro
forma condensed consolidated financial information of the Company
giving effect to the Disposition is filed as Exhibit 99.2 to this
Current Report on Form 8-k and incorporated herein by reference.

(d)Exhibits:

About 1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS)

1-800-FLOWERS.COM, Inc. is a provider of gourmet food and floral gifts for all occasions. The Company offers gifts for every occasion, including fresh flowers and a selection of plants, gift baskets, gourmet foods, confections, candles, balloons and stuffed animals. The Company operates through three business segments: Consumer Floral, Gourmet Food and Gift Baskets, and BloomNet Wire Service. The Consumer Floral segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, FruitBouquets.com and Flowerama. The Gourmet Food and Gift Baskets segment includes the operations of Harry & David (which includes Wolferman’s, Moose Munch and Stockyards.com), Fannie May Confections Brands (which includes Harry London), Cheryl’s (which includes Mrs. Beasley’s), The Popcorn Factory, DesignPac and 1-800-Baskets. The BloomNet Wire Service segment includes the operations of BloomNet and Napco.