Attached files
| file | filename |
|---|---|
| EX-3.1 - BLUEFLY INC | k176021_ex3-1.htm |
| EX-99.1 - BLUEFLY INC | k176021_ex99-1.htm |
| EX-10.1 - BLUEFLY INC | k176021_ex10-1.htm |
UNITED
STATES
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): February 25,
2010
BLUEFLY,
INC.
(Exact
Name of Registrant as Specified in its Charter)
DELAWARE
(State or
other jurisdiction of incorporation)
|
001-14498
|
13-3612110
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
|
42
West 39th
Street, New York, New York
|
10018
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212)
944-8000
|
Not
Applicable
|
|
(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))
Item
3.02 Unregistered Sales of Equity Securities.
On
February 25, 2010, Bluefly, Inc. (the “Company”) completed the second closing
(the “Second Closing”) of its previously announced private placement transaction
(the “Private Placement”) with Rho Ventures VI, L.P. (“Rho”) pursuant to the
Securities Purchase Agreement, dated as of December 21, 2009, by and between the
Company and Rho. At the Second Closing, the Company issued and sold
6,037,192 newly issued shares (the “Private Placement Shares”) of its common
stock, par value $0.01 per share (“Common Stock”), to Rho for an aggregate
purchase price of $10,263,226.40. The issuance of the Private
Placement Shares is deemed exempt from the registration provisions of the
Securities Act of 1933, as amended (the “Securities Act”), by reason of the
provisions of Section 4(2) of the Securities Act. In determining that the
Private Placement is exempt under Section 4(2) of the Securities Act, the
Company relied, among other things, on representations and warranties of Rho to
the effect that it is an accredited investor (as such term is defined under Rule
501 promulgated under the Securities Act) and that it is acquiring the Private
Placement Shares for investment purposes and not with a current view to
distribution thereof, except as such distribution may be permissible under
applicable law. In connection with the Second Closing, the Company
will file a Notice of Exempt Offering of Securities on Form D in accordance with
the requirements of Regulation D under the Securities Act.
A copy of
the Company’s press release announcing the Second Closing is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Amendment to Amended and Restated
Bluefly, Inc. 2005 Stock Incentive Plan
On
February 25, 2010 the Company adopted Amendment No. 1 (the “Amendment”) to the
Amended and Restated Bluefly, Inc. 2005 Stock Incentive Plan (the
“Plan”). The Amendment increases the aggregate number of shares of
Common Stock that may be the subject of stock-based awards granted pursuant to
the Plan by an additional 1,500,000 shares. The Amendment was
approved pursuant to a written consent of the Company’s stockholders which was
adopted on January 20, 2010 and became effective on February 25,
2010.
The
foregoing description of the Amendment does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the Amendment, a copy
of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Issuance of Stock Options to
Management
On March
1, 2010, the Company granted options to purchase shares of its Common Stock
pursuant to the Plan to the following executive officers and in the following
amounts:
|
Name
|
Number of
Options
|
|
Melissa
Payner-Gregor, Chief Executive Officer
|
750,000
|
|
Kara
Jenny, Chief Financial Officer
|
225,000
|
|
Bradford
Matson, Chief Marketing Officer
|
225,000
|
|
Martin
Keane, Senior Vice President of eCommerce
|
175,000
|
The
options have an exercise price equal to the fair market value of the Common
Stock on March 1, 2010, will vest in 48 equal monthly installments and have a
ten year term. The options were issued pursuant to the previously
disclosed Management Stock Option Pool approved by the Company’s Board of
Directors and the Compensation Committee in connection with the Private
Placement.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 25, 2010, the Company filed an Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware. The Amended and Restated Certificate of Incorporation
amends the Company’s Certificate of Incorporation, as amended, by (1) reducing
the total number of authorized shares of Common Stock from 200,000,000 shares to
50,000,000 shares, (2) reducing the total number of authorized shares of the
Company’s preferred stock, par value $0.01 per share, from 25,000,000
shares to 1,000,000 shares, and (3) restructuring the Company’s Board of
Directors as a classified Board divided into three classes, designated Class 1,
Class 2 and Class 3, as nearly equal in number as the total number of directors
constituting the whole Board permits, with the term of office of one class
expiring each year. The Amended and Restated Certificate of
Incorporation was approved pursuant to a written consent of the Company’s
stockholders which was adopted on January 20, 2010 and became effective on
February 25, 2010.
The
foregoing description of the Amended and Restated Certificate of Incorporation
does not purport to be complete and is subject to, and qualified in its entirety
by, reference to the Amended and Restated Certificate of Incorporation, a copy
of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
3.1
|
Amended
and Restated Certificate of Incorporation.
|
|
10.1
|
Amendment
No. 1 to the Amended and Restated Bluefly, Inc. 2005 Stock Incentive
Plan.
|
|
99.1
|
Press
release issued by Bluefly, Inc. on February 25,
2010.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act 1934, Bluefly, Inc. has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
Dated: March
3, 2010
|
BLUEFLY,
INC.
|
|
By: /s/
Kara B. Jenny
|
|
|
Name: Kara
B. Jenny
|
|
|
Title: Chief
Financial Officer
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EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
3.1
|
Amended
and Restated Certificate of Incorporation.
|
|
10.1
|
Amendment
No. 1 to the Amended and Restated Bluefly, Inc. 2005 Stock Incentive
Plan.
|
|
99.1
|
Press
release issued by Bluefly, Inc. on February 25,
2010.
|