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FTD > SEC Filings for FTD > Form 8-K/A on 31-Jul-2014All Recent SEC Filings

Show all filings for FTD COMPANIES, INC.

Form 8-K/A for FTD COMPANIES, INC.


31-Jul-2014

Entry into a Material Definitive Agreement, Results of Operations and Finan


Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On July 30, 2014, FTD Companies, Inc. ("FTD" or the "Company"), Liberty Interactive Corporation ("Liberty") and Provide Commerce, Inc., an indirect wholly owned subsidiary of Liberty ("Provide Commerce") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement").

Pursuant to the terms of the Stock Purchase Agreement, FTD (through a wholly owned subsidiary) will acquire from Liberty all of the issued and outstanding shares of Provide Commerce's common stock, par value $0.0001 per share, for an aggregate purchase price of approximately $430 million, consisting of (i) cash consideration of approximately $121 million and (ii) approximately 10.2 million shares (the "FTD Shares") of FTD's common stock, par value $0.0001 per share (the "FTD Common Stock") (the "Transaction"). The cash portion of the purchase price is subject to adjustment for changes in Provide Commerce's working capital as of the date of closing of the Transaction and certain transaction expenses. The stock portion of the purchase price consists of the number of shares of FTD Common Stock equal to 35% of the issued and outstanding shares of FTD Common Stock on July 29, 2014, valued at the volume weighted average closing price of FTD Common Stock for the ten trading days ended July 28, 2014.

The closing of the Transaction is subject to various customary closing conditions, including, among others, (1) approval by FTD's stockholders of the issuance of the FTD Shares, (2) the absence of any law or order from any court or governmental authority preventing or prohibiting the Transaction,
(3) expiration or termination of the waiting periods under applicable antitrust laws, (4) the absence of any event or development that has had a material adverse effect on FTD or Provide Commerce, and (5) the continued effectiveness of a waiver of section 203 of the General Corporation Law of the State of Delaware with respect to Liberty.

The Stock Purchase Agreement contains customary representations and warranties made by each of FTD, Liberty and Provide Commerce. The parties have also agreed to various covenants in the Stock Purchase Agreement, including, among other things, covenants (a) to conduct their respective operations in the ordinary course of business consistent with past practice, (b) to cooperate to prepare and file FTD's proxy statement in connection with obtaining the approval of FTD's stockholders of the issuance of the FTD Shares, (c) restricting, subject to certain limitations, FTD's ability to solicit or enter into certain alternative transactions, and (d) to complete, and to cooperate in connection with, the financing transactions contemplated by the


Commitment Letter (as described below), or to obtain alternative financing for the Transaction. The parties have also agreed that prior to closing the Transaction, Liberty will separate, by means of a distribution, the RedEnvelope business from the Provide Commerce business that FTD will acquire in the Transaction.

In addition, pursuant to the terms of the Stock Purchase Agreement and the Investor Rights Agreement (as described below), FTD will increase the size of its board of directors from seven to eleven directors, with Liberty selecting four new directors for appointment to the board as of the closing of the Transaction.

The Stock Purchase Agreement contains certain termination rights for both FTD and Liberty (for itself and on behalf of Provide Commerce) and further provides that FTD must pay to Liberty certain termination fees upon termination of the Stock Purchase Agreement under the following circumstances:

a termination fee of $10.75 million if (1) either party terminates the Stock Purchase Agreement because the Transaction has not closed by January 31, 2015 or a later date under certain circumstances or because FTD's stockholders fail to approve the issuance of the FTD Shares, and (a) an alternative acquisition proposal for FTD was announced prior to the event giving rise to such termination right and (b) within twelve months of such termination FTD enters into a definitive agreement to consummate such alternative acquisition proposal, or (2) Liberty terminates the Stock Purchase Agreement because FTD's board of directors changes its recommendation to stockholders regarding the issuance of the FTD Shares, fails to recommend against a third party tender offer for FTD, breaches its "no-shop" covenant, fails to take . . .



Item 2.02 Results of Operations and Financial Condition.

On July 30, 2014, the Company issued a press release containing preliminary, unaudited financial results for the quarter ended June 30, 2014 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such filing.



Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Stock Purchase Agreement described above in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, FTD has agreed to deliver the FTD Shares to Liberty at the closing of the Transaction, subject to the satisfaction of the closing conditions set forth in the Stock Purchase Agreement. The issuance of the FTD Shares by FTD to Liberty will be made pursuant to the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933.



Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with FTD's entry into the Stock Purchase Agreement, on July 28, 2014, FTD entered into amended and restated employment agreements (the "Employment Agreements") with its current President and Chief Executive Officer, Robert S. Apatoff, Executive Vice President and Chief Financial Officer, Becky
A. Sheehan, and Executive Vice President, General Counsel and Secretary, Scott D. Levin. Each Employment Agreement will be effective on the date of the closing of the Transaction with a term expiring on December 31, 2019.

Pursuant to the Employment Agreements, Mr. Apatoff's, Ms. Sheehan's and Mr. Levin's then-current annual base salaries will be increased by $100,000, $50,000 and $50,000, respectively, immediately upon the Employment Agreements' effectiveness. In addition, upon the Employment Agreements' effectiveness, Mr. Apatoff, Ms. Sheehan and Mr. Levin will be granted an award of restricted stock units with a value of $730,000, $438,000 and $306,000, respectively, which awards shall vest at the rate of one-third on each of the first three anniversaries of the grant date. The restricted stock unit awards will be granted pursuant to a Restricted Stock Unit Issuance Agreement for Officers with Employment Agreements, the form of which was previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on November 13, 2013. Each executive officer will remain eligible to participate in each of FTD's employee benefit plans that are generally available to all employees or senior executives and to participate in an annual bonus program with a target bonus set by FTD's board of directors in an amount of up to 100% of the executive's annual base salary.


Each Employment Agreement also provides that if the executive's employment is terminated without cause, or the executive resigns for good reason, in connection with, or within 24 months (36 months with regard to the consummation of the Transaction) following, a change in control of FTD, then the executive's outstanding equity awards will vest in full (except to the extent that the award agreement provides for more favorable treatment). If the executive's employment is terminated without cause, or the executive resigns for good reason, other than in connection with, or within 24 months following, a change in control, then the executive will receive an additional 12 months of vesting credit under the executive's outstanding equity awards (except to the extent that the award agreement provides for more favorable treatment), applied as if such awards vested in equal monthly increments over the vesting period. If the executive's employment is terminated without cause, or the executive resigns for good reason, whether or not in connection with a change in control, then the executive will be entitled to a severance payment, payable in 12 equal monthly installments (or in a lump sum in the case of a change in control separation), in an aggregate amount equal to the sum of (i) two times the executive's then-current annual rate of base salary and (ii) two times the executive's target bonus for the fiscal year in which the termination occurs. The executive will also be entitled to any earned but unpaid bonus for the fiscal year preceding the executive's termination and a prorated bonus for the year of termination based on the actual level of performance goal attainment or, in the case of an involuntary termination during the same year as the change in control event, based on the executive's target bonus for such year. Finally, the executive will be entitled to continued medical and dental coverage provided by the Company for a period of 12 months following the date of termination.

Each of Mr. Apatoff, Ms. Sheehan and Mr. Levin have agreed to a 12-month non-competition agreement and to provide FTD with a standard release of claims. If an executive's employment is terminated due to the executive's death or disability, then the executive will receive an additional 12 months of vesting credit under the executive's outstanding equity awards, applied as if such awards vested in equal monthly increments over the vesting period.

For purposes of the Employment Agreements, "change of control" generally has the meaning assigned to such term in FTD's most recently-adopted equity compensation plan, provided that a "change of control" also includes (1) the consummation of the Transaction, (2) the consummation of any subsequent transaction in which Liberty for the first time increases its beneficial ownership of FTD Common Stock to more than 50% (or such lesser percentage as may apply at such time under such equity compensation plan or outstanding award thereunder) of the total combined voting power of the Company's outstanding securities and (3) any sale by Liberty of all or part of its interest in securities of the Company in a single transaction (or in a series of related transactions) to any non-affiliate of Liberty that results in such person having beneficial ownership to securities possessing at least 20% of the total combined voting power of the Company's outstanding securities.

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the Employment Agreements, copies of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.




Item 8.01 Other Events.

On July 30, 2014, the Company and Liberty issued a joint press release announcing the Company's acquisition of Provide Commerce. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The Company will host a conference call and webcast to discuss the Transaction at 9:00 a.m. Eastern Time on July 30, 2014. A copy of the slides to be presented as part of the webcast is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

Cautionary Information Regarding Forward-Looking Statements

This Current Report on Form 8-K 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 regarding potential acquisitions, including the planned acquisition of Provide Commerce; statements regarding expected synergies and benefits of the planned acquisition of Provide Commerce; expectations about future business plans, prospective performance and opportunities; statements regarding regulatory approvals; statements regarding the expected timing of the completion of the planned acquisition of Provide Commerce; and statements about our strategies. Potential factors that could affect these forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary stockholder approval may not be obtained; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that the proposed transaction will not be consummated in a timely manner; risks that any of the closing conditions to the proposed transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; failure to promptly and effectively integrate the acquisition; and the effect of the announcement of the proposed transaction on the ability of FTD and Provide Commerce to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on their operating results and businesses generally, as well as the factors disclosed in the Company's filings with the Securities and Exchange Commission, 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. 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.


Additional Information

FTD will solicit the required approval of its stockholders by means of a proxy statement, which will be mailed to stockholders upon completion of the required Securities and Exchange Commission (SEC) filing and review process. The proxy statement will contain information about FTD, Provide Commerce, the proposed transaction and related matters. FTD stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the transaction. In addition to receiving the proxy statement from FTD in the mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about FTD, without charge, at the SEC's web site, www.sec.gov, or from FTD at its website, www.ftdcompanies.com, or FTD Companies, Inc., 3113 Woodcreek Drive, Downers Grove, IL 60515, Attention:
Corporate Secretary.

Participants in Solicitation

FTD and its executive officers and directors may be deemed to be participants in the solicitation of proxies from FTD's stockholders with respect to the proposed transaction. Information regarding any interests that FTD's executive officers and directors may have in the transaction will be set forth in the proxy statement.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description
2.1           Stock Purchase Agreement, by and among FTD Companies, Inc., Liberty
              Interactive Corporation and Provide Commerce, Inc., dated July 30,
              2014*

10.1          Form of Investor Rights Agreement, by and between Liberty Interactive
              Corporation and FTD Companies, Inc.

10.2          Commitment Letter, by and among Bank of America, N.A., Merrill Lynch,
              Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, National
              Association, Wells Fargo Securities, LLC and FTD Companies, Inc., dated
              July 30, 2014

99.1          Press Release dated July 30, 2014

99.2          Press Release dated July 30, 2014

99.3          Investor Presentation dated July 30, 2014



* Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and other similar attachments upon request by the Securities and Exchange Commission, provided that the registrant may request confidential treatment for any schedule or other similar attachment so furnished.

Previously furnished.


Previously filed.


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