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 31, 2005
CELEBRATE EXPRESS, INC.
(Exact name of Registrant as specified in its charter)
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| Washington | | 000-50973 | | 91-1644428 |
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| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
11220 — 120th Avenue NE
Kirkland, Washington 98033
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code:(425) 250-1061
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| (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))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of Celebrate Express, Inc., dated March 31, 2005, reporting the financial results of Celebrate Express, Inc., for the three and nine months ended February 28, 2005.
The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of Celebrate Express, Inc. under the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Dr. Jack Sansolo, an outside director of the company, submitted his resignation as a member of the board of directors of the Company effective March 31, 2005 to allow him to spend more time on his new position as the Chief Marketing Officer at Getty Images, Inc. Mr. Sansolo had served on the Company’s board for the past three years. The Company has commenced a search for an outside director replacement and expects to announce its selection within the next few weeks.
Item 9.01 Financial Statements and Exhibits
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| Exhibit | | Description |
| 99.1 | | Press Release, dated March 31, 2005 |
SIGNATURE
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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| Dated: March 31, 2005 | | CELEBRATE EXPRESS, INC.
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| | By: | /s/ Darin L. White | |
| | | Darin L. White | |
| | | Vice President, Finance | |
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