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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 13, 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 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.)
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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01. NOTICE OF LISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On August 13, 2007, the Company was notified by the Nasdaq Stock Market
that it is not in compliance with the continued listing requirements for the
Nasdaq Capital Market because shares of its Common Stock had closed at a per
share bid price of less than $1.00 for at least 30 trading days. Under Nasdaq
rules, the Company has a 180-day grace period to regain compliance, which
extends to February 11, 2008. If the Company is unable to regain compliance by
such date, the Nasdaq Staff will determine whether the Company meets the initial
listing criteria of the Nasdaq Capital Market, other than the minimum bid price
requirement. In the event that the Company meets such initial listing criteria,
it will be granted an additional 180-day grace period to regain compliance. The
Company currently meets all other of such listing requirements. In order to
regain compliance, shares of the Company's Common Stock would need to close at a
price of $1.00 or more for at least ten consecutive trading days. In the event
that the Company does not regain compliance within the requisite time period, it
intends to appeal any delisting. However, no assurance can be provided that any
such appeal will be successful. The failure to maintain listing on the Nasdaq
Capital Market may have an adverse effect on the price and/or liquidity of the
Company's Common Stock.
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 16, 2007 By: /s/ Patrick C. Barry
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Name: Patrick C. Barry
Title: Chief Operating Officer and Chief
Financial Officer