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 12, 2008
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) (I.R.S. 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)
(212) 944-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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:
|_| 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))
|_| 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 12, 2008, Mario Ciampi was appointed as a member of the Board
of Directors (the "Board") of Bluefly, Inc. (the "Company") and the Option
Plan/Compensation Committee of the Board (the "Compensation Committee").
Mr. Ciampi has been designated to serve on the Board by private funds
associated with Prentice Capital Management, LP ("Prentice") pursuant to a
Voting Agreement (the "Voting Agreement") by and among the Company, Prentice,
private funds associated with Maverick Capital, Ltd. ("Maverick") 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.
SIGNATURE
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.
Dated: August 15, 2008
BLUEFLY, INC.
By: /s/ Kara B. Jenny
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Name: Kara B. Jenny
Title: Chief Financial Officer