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): August 4, 2009
BLUEFLY,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-14498
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13-3612110
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(State
or other jurisdiction
of
incorporation)
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(Commission
file
number)
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(I.R.S.
Employer
Identification
No.)
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42
West 39th
Street, New York, New York
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10018
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(212) 944-8000
N/A
(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
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August
4, 2009, Riad Abrahams 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.
Abrahams 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 David Janke as a member of the Board and the Compensation Committee,
to fill the vacancy created by Mr. Abraham’s resignation.
Mr.
Janke, is a Managing Partner and Co-Founder of BlackSwan Partners, LP, an
investment firm focused on private equity and real estate
opportunities. From 2003 to 2006, Mr. Janke was a Vice President at
Starwood Capital Group, a global real estate private equity
fund. From 2000 to 2001, Mr. Janke was Director of Finance and
Strategic Planning for Tyco International. From 1998 to 2000, Mr.
Janke was an investment professional at Soros Fund Management focusing on
private equity investments. From 1996 to 1998, he was an investment
banker with Alex, Brown & Sons in the Restructuring Group. Mr.
Janke holds a Masters in Business Administration from Harvard Business School
and is a graduate of Middlebury College. He is also a director of
SonomaWest Holdings, Inc., a publicly-traded real estate management
company and Ali Wing, Inc. d/b/a giggle.
Mr. Janke
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.
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.
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BLUEFLY,
INC.
(Registrant)
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Date:
August 10, 2009
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By:
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/s/ Kara
B. Jenny |
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Name:
Kara
B. Jenny |
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Title:
Chief Financial Officer |
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