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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 25, 2007
Bluefly, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-14498 13-3612110
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
42 West 39th Street, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 944-8000
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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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 25, 2007, Bluefly, Inc. (the "Company") commenced an exchange
offer (the "Exchange Offer") pursuant to which it is offering eligible employees
and non-employee directors the opportunity to exchange, on a grant-by-grant
basis: (a) their outstanding eligible stock options that were vested as of
August 31, 2006 for restricted stock awards consisting of the right to receive
restricted common stock of the Company (the "Restricted Stock Awards"); and (b)
their outstanding eligible stock options that were not vested as of August 31,
2006 for deferred restricted stock unit awards consisting of rights to receive
common stock of the Company on specified dates subsequent to vesting (the
"Deferred Stock Unit Awards," and, together with the Restricted Stock Awards,
the "Replacement Awards").
ELIGIBILITY
In order to be eligible to participate in the Exchange offer, an option
holder must (a) be an employee or non-employee director of the Company on the
date of the Exchange Offer, (b) have neither ceased to be an employee or
non-employee director, nor have submitted or received a notice of termination of
employment or resignation, prior to the expiration of the Exchange Offer and (c)
own eligible options. Options eligible for exchange in the Exchange Offer are
outstanding options granted under the Company's 2005 Stock Incentive Plan, its
Amended and Restated 1997 Stock Option Plan or its 2000 Stock Option Plan that,
in each case, have an exercise price per share that is greater than $1.50.
EXCHANGE RATIO
The number of Replacement Awards an eligible participant will receive in
exchange for an eligible option will be determined by a specific exchange ratio
applicable to that option, as set forth in the Offer to Exchange (as hereinafter
defined).
VESTING AND DELIVERY DATES
Restricted Stock Awards granted pursuant to the Exchange Offer will vest
and become free from restriction one year from the date of the exchange, except
if the grantee makes an election under Section 83(b) of the Internal Revenue
Code of 1986, as amended, then the restrictions on such Restricted Stock Award
will lapse with respect only to the number of shares needed to satisfy any
applicable tax withholding as of the date that the Company receives such
election, as more fully described in the Offer to Exchange. The minimum period
for full vesting of Deferred Stock Unit Awards is two years from the date of
exchange. The length of the vesting schedule applicable to each Deferred Stock
Unit Award will be based on the final vesting date of the option as of the date
it is canceled in exchange for those deferred stock units, as follows:
DEFERRED STOCK UNIT AWARDS VESTING SCHEDULE
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FINAL VESTING DATE OF TOTAL VESTING PERIOD OF PERCENTAGE OF DEFERRED
ELIGIBLE STOCK OPTION AS OF DEFERRED STOCK STOCK UNIT AWARDS VESTED
DATE OF CANCELLATION UNIT AWARDS QUARTERLY*
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Prior to August 31, 2007 2 years 12 power of (1/2)%
On or after August 31, 2007 3 years 8 power of (1/3)%
*Deferred Stock Unit Awards will vest in substantially equal quarterly
installments over the applicable vesting period, subject to the participant's
continue employment with (or service on the Board of Directors of) the Company.
The shares of common stock underlying the Deferred Stock Unit Award will
be delivered on the Delivery Date. The Delivery Date will be the date on which
the earliest to occur of the following occurs:
DELIVERY DATE
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o 2 years from the date of grant (with respect to
Deferred Stock Units exchanged for eligible options
with a vesting date prior to August 31, 2007)
OR
3 years from the date of grant (with respect to
Deferred Stock Units exchanged for eligible options
with a vesting date on or after August 31, 2007)
o Death
o The date on which the employee is "disabled" (as such
term is defined in Section 409A(a)(2)(C) of the
Internal Revenue of 1986, as amended (referred to as
the "Code") and the official guidance issued
thereunder)
GENERAL
The Exchange Offer began on January 25, 2007 and is scheduled to end on
Friday, February 23, 2007, at 11:59 p.m., Eastern Standard Time.
Melissa Payner-Gregor, the Company's chief executive officer, and
Patrick C. Barry, the Company's chief financial officer, are not eligible to
participate in the Exchange Offer, but have already participated in an exchange
through each of their employment agreements, which are described in the Offer to
Exchange. However, other executive officers of the Company, as well as
non-employee directors, are eligible to participate in the Exchange Officer, and
therefore may be deemed to have a material interest in the terms thereof.
The terms of the Exchange Offer are set forth in the Offer to Exchange,
dated as of January 25, 2007 (the "Offer to Exchange"), a copy of which has been
filed as Exhibit 99.1 to this Current Report on Form 8-K. Such terms are
incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Offer to Exchange, dated as of January 25, 2007 (incorporated by reference
to Exhibit (a)(1)(A) to the Schedule TO filed by the Company with the Securities
and Exchange Commission on January 25, 2007).
SIGNATURES
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.
BLUEFLY, INC.
(Registrant)
Date: January 25, 2007 By: /s/ Patrick C. Barry
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Name: Patrick C. Barry
Title: Chief Operating Officer and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No.
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99.1 Offer to Exchange, dated as of January 25, 2007 (incorporated by reference
to Exhibit (a)(1)(A) to the Schedule TO filed by the Company with the Securities
and Exchange Commission on January 25, 2007).