SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2000 Commission file number 000-05531
GERALD STEVENS, INC.
Incorporated under the Laws of the I.R.S. Employer Identification No.
State of Florida 65-0971499
P.O. Box 350526, Ft. Lauderdale, Florida 33335-0526
954/627-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the Proxy Statement incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. X
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The aggregate market value of Gerald Stevens, Inc. voting stock held by
nonaffiliates was approximately $7.9 million on January 26, 2001.
On January 17, 2001, 9,838,404 shares of Gerald Stevens, Inc. Common
Stock, par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note
This Amendment is being filed to amend the information called for by Item 5
of the Annual Report on Form 10-K of Gerald Stevens, Inc. for the year ended
August 31, 2000.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Our common stock began trading on the Over-the-Counter Bulletin Board on
December 4, 2000 under the symbol "GIFT." Before that date, our common stock
traded on the Nasdaq National Market under the symbol "GIFT" beginning May 3,
1999. Before that date, our common stock traded on the Nasdaq SmallCap Market
under the symbol "FIIF" beginning on May 30, 1997. Before that date, our common
stock traded in the "Over-the-Counter" or "Pink Sheet" market. The number of
record stockholders of our common stock on January 17, 2001 was 1,528 based on
information furnished by our transfer agent.
The table below sets forth by quarter, for the fiscal years ended August
31, 1999 and 2000, the high and low intra-day sale prices for our common stock
as reported by Nasdaq. This information has been adjusted to reflect the effects
of a one-for-five reverse stock split that we completed on November 14, 2000.
Sale Prices
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High Low
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1999:
First quarter $ 36 1/4 $ 20
Second quarter 109 3/8 32 3/16
Third quarter 93 3/4 51 7/8
Fourth quarter 80 45 5/8
2000:
First quarter 72 13/16 46 1/4
Second quarter 59 3/8 29 11/16
Third quarter 47 3/16 7 3/16
Fourth quarter 13 1/8 3 3/4
On January 26, 2001, the closing price of our common stock on the
Over-the-Counter Bulletin Board was $1 1/8 per share. We urge you to obtain
current market quotations for shares of our common stock.
We have never paid dividends on our common stock and we do not anticipate
paying cash dividends in the foreseeable future. We intend to retain future
earnings to fund the development and growth of our business. Any payment of
dividends in the future will be at the discretion of our board of directors and
will be dependent upon our earnings, financial condition, capital requirements
and other factors deemed relevant by our board of directors. Our credit facility
also restricts our ability to pay dividends.
SALES OF UNREGISTERED SECURITIES DURING THE 2000 FISCAL FOURTH QUARTER
None.
1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GERALD STEVENS, INC.
By /s/ W. Moor
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W. Moor
(Senior Vice President and
Chief Financial Officer)
Date: January 29, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on January 29, 2001.
Signature Title
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/s/ J. Hall President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ R. Johnson }
/s/ R. Owades }
/s/ K. Puttick } Directors
/s/ K. Royer }
/s/ A. Williams }
/s/ W. Moor Senior Vice President
- -------------------- (Principal Financial Officer)
(W. Moor)
/s/ E. Baker Vice President and Controller
- ------------------- (Principal Accounting Officer)
(E. Baker)