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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): August 6, 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 (IRS Employer
of incorporation) File Number) 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 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 6, 2007, Alex Rafal resigned as a member of the Board of
Directors (the "Board") and the Option Plan/Compensation Committee (the
"Compensation Committee") of Bluefly, Inc. (the "Company"). Mr. Rafal had been
designated to serve on the Board by private funds associated with Maverick
Capital, Ltd. ("Maverick") pursuant to the Voting Agreement described below. On
the same date, the Board appointed Riad Abrahams as a member of the Board and
the Compensation Committee, to fill the vacancy created by Mr. Rafal's
resignation.
Since October 2006, Mr. Abrahams has served as a Managing Partner and
co-founder of BlackSwan Partners, a private equity firm. Prior to BlackSwan, Mr.
Abrahams was a Managing Director at Maverick Capital, working in the retail
sector. From July 2006 to October 2006, he served as a director of the Company,
designated by Maverick pursuant to the Voting Agreement. From 1999-2001, Mr.
Abrahams worked in the Principal Investment Area at The Blackstone Group. Mr.
Abrahams is a graduate of Harvard Business School and Harvard College. He also
serves on the board of Ali Wing, Inc. d/b/a giggle.
Mr. Abrahams has been designated to serve on the Board by Maverick
pursuant to a Voting Agreement (the "Voting Agreement") by and among the
Company, private funds associated with Prentice Capital Management, LP
("Prentice," and, together with Maverick, the "Investors") and affiliates of
Soros Fund Management LLC ("Soros"). Under the terms of the Voting Agreement
Soros has the right to designate three designees to the Company's Board of
Directors and each of Maverick and Prentice have the right to designate one
designee, in each case subject to minimum ownership thresholds and subject to
compliance with applicable Nasdaq rules. The Voting Agreement also provides that
one designee of Soros and the designee of each of Maverick and Prentice will
have the right to serve on the Compensation Committee and the Governance and
Nominating Committee of the Board of Directors, subject to compliance with
Nasdaq's rules regarding independent directors serving on such committees, or
Nasdaq's transitional rules, to the extent applicable. If the Board establishes
an Executive Committee, the designees of Soros, Maverick and Prentice will be
entitled to also serve on such committee.
Pursuant to the terms of the Company's 2005 Stock Incentive Plan, Mr.
Abrahams was granted 11,250 shares of restricted stock as of the date of his
appointment, with such shares vesting on the one year anniversary of the date of
his appointment.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
None.
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: August 7, 2007 By: /s/ Patrick C. Barry
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Name: Patrick C. Barry
Title: Chief Operating Officer and Chief
Financial Officer