UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
1-800-FLOWERS.COM, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
68243Q
-------------------------------------
(CUSIP Number)
12/31/08
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is
filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 68243Q
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James F. McCann
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
30,825,019(1)
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,927,548(2)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 30,825,019 (1)
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,927,548 (2)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,752,567 (3)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
57.7% (4)
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
(1) All shares indicated as beneficially owned by Mr. McCann as of the date of
this Schedule 13G, are held as either shares of Class A Common Stock or Class B
Common Stock. The Class B Common Stock has ten votes per share on all matters
subject to the vote of the stockholders. The Class B Common Stock is convertible
at any time into an equal number of shares of Class A Common Stock at the option
of the holder thereof. This amount includes: (a) 12,710,827 shares of Class B
Common Stock, (b) 17,276,535 shares of Class B Common Stock held by six Grantor
Retained Annuity Trusts of which Mr. McCann is the Trustee; (d) 792,540 shares
of Class A Common Stock subject to options; and (e) 45,122 shares of Class A
Common Stock.
(2) Shares indicated are (a) 2,000,000 shares of Class B Common Stock and are
held by limited partnerships, of which Mr. McCann is a limited partner and does
not exercise control and of which he disclaims beneficial ownership and (b)
52,548 shares of Class B Common Stock held by The McCann Charitable Foundation,
Inc., of which Mr. McCann is a Director and the President.
(3) Includes 5,875,000 shares of Class B Common Stock for which Mr. McCann
disclaims beneficial ownership that are held by a limited partnerships, of which
Mr. McCann is a limited partner and does not exercise control.
(4) The percentage of beneficial ownership is based on 26,851,977 shares of
Class A Common Stock outstanding and 36,858,465 shares of Class B Common Stock
outstanding as of February 6, 2009.
Item 1.
(a) Name of Issuer: 1-800-FLOWERS.COM, Inc.
(b) Address of Issuer's Principal Executive Offices:
One Old Country Road, Suite 500
Carle Place, NY 11514
Item 2.
(a) - (c) Name, Address of Principal Business Offices, and
Citizenship of Persons Filing:
James F. McCann
One Old Country Road, Suite 500
Carle Place, NY 11514
Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 68243Q
Item 3.
N/A
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page (p. 2) of
this Schedule 13G (regarding the holdings of James F. McCann) is hereby
incorporated by reference.
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
2/13/09
------------------------------------------------------
Date
/s/ James F. McCann
------------------------------------------------------
Signature
James F. McCann / Chairman and Chief Executive Officer
------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)