SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): September 30, 2002
Bluefly, Inc.
(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.)
Item 5. Other Events.
On September 30, 2002, Bluefly, Inc. (the "Company") announced that it
had issued and sold $1 million of Series C Convertible Preferred Stock, $.01 par
value (the "Series C Preferred Stock"), and $2 million of convertible demand
promissory notes (the "Notes") to affiliates of Soros Private Equity Partners.
The text of the press release relating to such investment is attached
hereto as Exhibit 99.1, the Series C Preferred Stock and Note Purchase Agreement
entered into in connection with such transaction is attached hereto as Exhibit
99.2 and the Certificate of Designations relating to the Series C Preferred
Stock is attached hereto as Exhibit 99.3. Each of such Exhibits is incorporated
herein by reference.
Item 7. Financial Information and Exhibits.
(c) Exhibits
99.1 Press release issued by the Company on September 30, 2002.
99.2 Series C Preferred Stock and Note Purchase Agreement, dated as of
September 27, 2002, by and among the Company and the Investors listed
on Schedule 1 thereto.
99.3 Certificate of Powers, Designations, Preferences and Rights of Series
C Convertible Preferred Stock of the Company.
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: October 1, 2002 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.
99.1 Press release issued by the Company on September 30, 2002.
99.2 Series C Preferred Stock and Note Purchase Agreement, dated as of
September 27, 2002, by and among the Company and the Investors listed
on Schedule 1 thereto.
99.3 Certificate of Powers, Designations, Preferences and Rights of Series
C Convertible Preferred Stock of the Company.