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
February 4, 2008
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BLUE NILE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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000-50763
(COMMISSION FILE
NUMBER)
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91-1963165
(I.R.S. EMPLOYER
IDENTIFICATION NO.) |
705 FIFTH AVENUE SOUTH, SUITE 900, SEATTLE, WASHINGTON, 98104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(206) 336-6700
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 4, 2008, Blue Nile, Inc. issued a press release announcing its international revenue
growth for its fiscal year 2007. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. The press release should be read in conjunction with the note
regarding forward-looking statements, which is included in the text of the press release.
The information in this Item 2.02 of this Form 8-K and the exhibit 99.1 attached hereto shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, unless expressly set forth by specific reference in such filing.
Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On February 5, 2008, the Board of Directors of the Company approved an amendment to Article VII,
Section 34 of the Company’s Bylaws, effective immediately, to clarify that shares of our capital
stock may be either certificated or uncertificated. The amendment was adopted to comply with
recent rules promulgated by the Nasdaq Stock Market requiring securities listed on Nasdaq be
eligible for direct registration, which allows for the electronic transfer of securities. The text
of the amendment is attached as Exhibit 3.2 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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| EXHIBIT |
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DESCRIPTION |
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3.2
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Text of Amendment to Bylaws of Blue Nile, Inc., effective February 5, 2008 |
99.1
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Press release, dated February 4, 2008, issued by Blue Nile, Inc. |