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): July 17, 2003
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.)
ITEM 5. OTHER EVENTS.
On July 17, 2003, Bluefly, Inc. (the "Company") announced that it had
issued and sold $2 million of convertible promissory 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 Note Purchase Agreement entered into in connection
with such transaction, and the Promissory Notes issued thereunder, are attached
hereto as Exhibits 99.2, 99.3 and 99.4, respectively. 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 July 17, 2003.
99.2 Note Purchase Agreement, dated as of July 16, 2003, by and among the
Company and the Investors listed on Schedule 1 thereto.
99.3 Promissory Note, dated July 16, 2003, issued to SFM Domestic Investments
LLC.
99.4 Promissory Note, dated July 16, 2003, issued to Quantum Industrial
Partners LDC.
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: July 17, 2003 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.
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99.1 Press release issued by the Company on July 17, 2003.
99.2 Note Purchase Agreement, dated as of July 16, 2003, by and among the
Company and the Investors listed on Schedule 1 thereto.
99.3 Promissory Note, dated July 16, 2003, issued to SFM Domestic Investments
LLC.
99.4 Promissory Note, dated July 16, 2003, issued to Quantum Industrial
Partners LDC.