UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. [____])*
BLUEFLY, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
096227103
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(CUSIP Number)
Maverick Capital, Ltd.
Attention: General Counsel
300 Crescent Court, 18th Floor
Dallas, Texas 75201
(214) 880-4000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 5, 2006
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
SCHEDULE 13D
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CUSIP No. 096227103 Page 2 of 13 Pages
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--------------- ----------------------------------------------------------------
1
NAME OF REPORTING PERSONS
Maverick Capital, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
75-2482446
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ x ]
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
3
SEC USE ONLY
--------------- ----------------------------------------------------------------
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4
SOURCE OF FUNDS (See Instructions)
WC
--------------- ----------------------------------------------------------------
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
--------------- ----------------------------------------------------------------
--------------------------------- ---------- -----------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 30,386,297
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
8 SHARED VOTING POWER
0
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
9 SOLE DISPOSITIVE POWER
30,386,297
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------- ---------- -----------------------------------
--------------- ----------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,386,297
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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--------------- ----------------------------------------------------------------
14
TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 096227103 Page 3 of 13 Pages
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1
NAME OF REPORTING PERSONS
Maverick Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
75-2686461
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ x ]
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
3
SEC USE ONLY
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
WC
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------
--------------- ----------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
--------------- ----------------------------------------------------------------
--------------------------------- ---------- -----------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 30,386,297
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
8 SHARED VOTING POWER
0
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
9 SOLE DISPOSITIVE POWER
30,386,297
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------- ---------- -----------------------------------
--------------- ----------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,386,297
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
14
TYPE OF REPORTING PERSON (See Instructions)
HC
--------------- ----------------------------------------------------------------
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CUSIP No. 096227103 Page 4 of 13 Pages
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1
NAME OF REPORTING PERSONS
Lee S. Ainslie III
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ x ]
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
3
SEC USE ONLY
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
WC
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------
--------------- ----------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------- ----------------------------------------------------------------
--------------------------------- ---------- -----------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 30,386,297
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
8 SHARED VOTING POWER
0
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
9 SOLE DISPOSITIVE POWER
30,386,297
--------------------------------- ---------- -----------------------------------
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------- ---------- -----------------------------------
--------------- ----------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,386,297
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
--------------- ----------------------------------------------------------------
--------------- ----------------------------------------------------------------
14
TYPE OF REPORTING PERSON (See Instructions)
IN
--------------- ----------------------------------------------------------------
CUSIP NO. 096227103 PAGE 5 OF 13 PAGES
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to
the Common Stock, par value $0.01 per share (the "Shares"), of Bluefly, Inc.
(the "Issuer"), a Delaware corporation with its principal executive offices
located at 42 West 39th Street, 9th Floor, New York, New York 10018.
Item 2. Identity and Background.
(a) This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Maverick Capital, Ltd. ("Maverick Capital"),
a limited partnership organized under the
laws of Texas;
(ii) Maverick Capital Management, LLC
("Maverick"), a limited liability company
organized under the laws of Texas; and
(iii) Lee S. Ainslie III ("Mr. Ainslie"), a
natural person.
(b) - (c) The Reporting Persons
Maverick Capital is a registered investment adviser under
the Investment Advisers Act of 1940, as amended that acts as investment manager
of portfolio funds which hold Shares of the Issuer, as more particularly
described in Item 6 below. Maverick Capital has its principal offices at 300
Crescent Court, 18th Floor, Dallas, Texas 75201.
Maverick's principal business purpose is to serve as general
partner of Maverick Capital. Maverick has its principal offices at 300 Crescent
Court, 18th Floor, Dallas, Texas 75201.
Mr. Ainslie is a manager of Maverick who is granted sole
investment discretion pursuant to Maverick's limited liability company
regulations. Mr. Ainslie has his principal office at 767 Fifth Avenue, 11th
Floor, New York, New York 10153.
Mr. Evan A. Wyly ("Mr. Wyly") is also a manager and
executive officer of Maverick and has his principal office at 300 Crescent
Court, 18th Floor, Dallas, Texas 75201.
(d) - (e) During the past five years, to the best of the
Reporting Persons' knowledge, neither the Reporting Persons nor Mr. Wyly have
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws on finding any violation with respect to such laws.
(f) Mr. Ainslie and Mr. Wyly are citizens of the United
States.
CUSIP NO. 096227103 PAGE 6 OF 13 PAGES
Item 3. Source and Amount of Funds or Other Considerations.
On June 5, 2006, Maverick Capital, pursuant to the
respective investment management agreements with Maverick Fund USA, Ltd. ("Fund
USA"), Maverick Fund, L.D.C. ("Fund LDC") and Maverick Fund II, Ltd. ("Fund II"
and together with Fund USA and Fund LDC, the "Portfolio Funds"), as more
particularly referred to in Item 6 below, and on behalf of the Portfolio Funds
entered into a Stock Purchase Agreement, by and among the Issuer, the Portfolio
Funds and certain other investors (the "Purchase Agreement"), pursuant to which
the Portfolio Funds agreed to purchase an aggregate of 30,487,805 Shares of the
Issuer at a price of $0.82 per Share for an aggregate purchase price of
$25,000,000. The number of Shares to be acquired was subsequently adjusted to
30,386,297 Shares for an aggregate purchase price of $24,916,763.54 as a result
of the exercise of preemptive rights by certain holders of the Series D
Convertible Preferred Stock prior to the closing date of the Purchase Agreement.
Each of the Portfolio Funds used its own working capital to fund its portion of
the purchase price.
Item 4. Purpose of Transaction.
As described more fully in Item 3 above, this Statement
relates to the acquisition of Shares by the Reporting Persons. The Shares
acquired by the Reporting Persons have been acquired for the purpose of making
an investment in the Issuer and not with the present intention of acquiring
control of the Issuer's business.
The Reporting Persons were granted the right to designate a
member of the Board of Directors (the "Board") of the Issuer (see Item 6 below).
Additional unrelated investors, which are parties to the Purchase Agreement,
were granted the right to designate an aggregate of four additional members of
the Board of the Issuer.
Pursuant to Section 6.11 of the Purchase Agreement (the
"Standstill Provisions") (which is incorporated herein by reference), each of
the Portfolio Funds has agreed that it will not, without the approval of a
majority of the independent directors of the Issuer, directly or indirectly, (i)
for a period of three years from the closing date of the Purchase Agreement,
purchase or acquire, or agree to purchase or acquire, any Shares or capital
stock of the Issuer, including by means of a tender offer or "going private"
transaction involving a merger; provided, however, that the foregoing
restriction shall not apply to (w) any purchase of Shares in a subsequent
financing pursuant to Section 6.12 of the Purchase Agreement, or (x) from and
after the date which is eighteen months from the closing date of the Purchase
Agreement, a purchase by the Portfolio Funds of Shares of capital stock, up to
their respective share cap (as defined in the Purchase Agreement), (ii) for a
period of five years from the closing date of the Purchase Agreement, except as
provided in the Voting Agreement (as described in Item 6 below) or the Purchase
Agreement, join a partnership, limited partnership, syndicate or other group
within the meaning of Section 13(d) of the Act, including a group consisting of
other investors, which are parties to the Purchase Agreement, for the purpose of
acquiring, holding or voting any shares of capital stock of the Issuer, or (iii)
for a period of three years from the closing date of the Purchase Agreement,
seek to commence a proxy contest or other proxy solicitation for the purpose of
modifying the composition of the Board.
CUSIP NO. 096227103 PAGE 7 OF 13 PAGES
Pursuant to the Standstill Provisions, each of the Portfolio
Funds also agreed that, for a period of six months after the closing date of the
Purchase Agreement, it will not sell or offer to sell, solicit offers to buy,
dispose of, loan, pledge or grant any right with respect to, any Shares of the
Issuer (other than the lending of such Shares held in brokerage accounts for
margin purposes).
Upon the expiration of each of the Standstill Provisions,
each of the Reporting Persons, on behalf of the Portfolio Funds, intend to
review this investment on a regular basis and, as a result thereof, may at any
time thereafter or from time to time thereafter determine, either alone or as
part of a group, (a) to acquire additional securities of the Issuer, through
open market purchases, privately negotiated transactions or otherwise, (b) to
dispose of all or a portion of the securities of the Issuer owned by it in the
open market, in privately negotiated transactions or otherwise, or (c) to take
any other available course of action, which could involve one or more of the
types of transactions or have one or more of the results described in the next
paragraph of this Item 4. Any such acquisition or disposition or other
transaction would be made in compliance with all applicable laws and
regulations. Notwithstanding anything contained herein, upon the expiration of
the Standstill Provisions, each of the Reporting Persons specifically reserve
the right to change its intention with respect to any or all of such matters. In
reaching any decision as to its course of action (as well as to the specific
elements thereof), each of the Reporting Persons currently expect that it would
take into consideration a variety of factors, including, but not limited to, the
following: the Issuer's business and prospects; other developments concerning
the Issuer and its businesses generally; other business opportunities available
to the Portfolio Funds; changes in law and government regulations; general
economic conditions; and money and stock market conditions, including the market
price of the securities of the Issuer.
Except as set forth above, neither the Reporting Persons nor
the Portfolio Funds have present plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer; (c) a sale or transfer of a material amount of assets of
the Issuer; (d) any change in the present Board or management of the Issuer; (e)
any material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) a class of securities of the Issuer
being delisted from a national securities exchange or ceasing to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) According to information filed by the Issuer with
the Securities and Exchange Commission (the "SEC") on its most recent Form 10-Q
for the quarterly period ended March 31, 2006, the number of Shares outstanding
was 21,426,154 as of May 9, 2006. The Reporting Persons may be deemed directly
or indirectly, including by reason of their mutual affiliation, to be the
beneficial owners of 30,386,297 Shares. Based upon information known by
CUSIP NO. 096227103 PAGE 8 OF 13 PAGES
the Reporting Persons, but not yet contained in the most recently available
filings by the Issuer with the SEC, such Shares constitute approximately 23.9%
of the issued and outstanding Shares. Maverick is the general partner of
Maverick Capital, and pursuant to the terms of Maverick's limited liability
company regulations, Mr. Ainslie was appointed as manager of Maverick with sole
investment discretion. As a result, Mr. Ainslie, directly and indirectly through
Maverick Capital and Maverick, has the sole power to direct the vote and to
direct the disposition of the 30,386,297 Shares.
(c) Except as disclosed in Item 3, neither the Reporting
Persons nor, to the best of their knowledge, Mr. Wyly has effected any
transaction in the Shares during the past sixty days.
(d) To the best knowledge of the Reporting Persons, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares beneficially owned by the
Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Maverick Capital, pursuant to separate investment management
agreements, acts as investment manager of each of the Portfolio Funds. Pursuant
to these agreements, Maverick Capital has discretionary investment management
authority with respect to the assets of the Portfolio Funds. Such authority
includes the power to vote and otherwise dispose of securities purchased by the
Portfolio Funds, including the total 30,386,297 Shares of the Issuer held by the
Portfolio Funds.
On June 5, 2006, Maverick Capital, pursuant to the
respective investment management agreements with each of the Portfolio Funds,
and on behalf of the Portfolio Funds entered into the Purchase Agreement
pursuant to which the Portfolio Funds agreed to purchase and the Issuer agreed
to sell an aggregate of 30,487,805 Shares of the Issuer at a price of $0.82 per
Share for an aggregate purchase price of $25,000,000. The number of Shares to be
acquired was subsequently adjusted to 30,386,297 Shares for an aggregate
purchase price of $24,916,763.54 as a result of the exercise of preemptive
rights by certain holders of the Series D Convertible Preferred Stock prior to
the closing date of the Purchase Agreement. The Issuer also agreed to sell and
Prentice-Bluefly, LLC ("Prentice") agreed to purchase an aggregate of 30,487,805
Shares of the Issuer at a price of $0.82 per Share for an aggregate purchase
price of $25,000,000. The number of Shares to be acquired was subsequently
adjusted to 30,386,297 Shares for an aggregate purchase price of $24,916,763.54
as a result of the exercise of preemptive rights by certain holders of the
Series D Convertible Preferred Stock prior to the closing date of the Purchase
Agreement.
Pursuant to Section 6.1(a) of the Purchase Agreement, the
Issuer will use its commercially reasonable best efforts to: (i) prepare and
file with the SEC a registration statement under the Securities Act of 1933 with
respect to the offer and sale of the Shares within one hundred twenty days of
the closing of the Purchase Agreement; and (ii) cause the
CUSIP NO. 096227103 PAGE 9 OF 13 PAGES
registration statement to be declared effective subject to receipt of necessary
information from the Portfolio Funds, within one hundred eighty days of the
closing of the Purchase Agreement.
Pursuant to Section 6.1(f) of the Purchase Agreement, the
Portfolio Funds were granted certain "piggy-back" registration rights, which, if
exercised, entitle the Portfolio Funds to participate in registered offerings by
the Issuer.
Pursuant to Section 6.12 of the Purchase Agreement, for a
period of one year from the closing of the Purchase Agreement and subject to
certain restrictions and limitations, the Portfolio Funds were granted the right
of first refusal on future financings by the Issuer of the Shares or common
stock equivalents.
The foregoing summary of the terms of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Purchase Agreement, which is incorporated herein by
reference and which has been filed as an exhibit to the Issuer's Current Report
on Form 8-K, filed with the SEC on June 7, 2006.
Upon the closing of the Purchase Agreement, the Portfolio
Funds, Quantum Industrial Partners LDC ("QIP"), SFM Domestic Investments, LLC
("SFM" and together with QIP, the "Soros Parties"), Prentice Capital Partners,
LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., S.A.C.
Capital Associates, LLC, GPC XLIII, LLC, PEC I, LLC (collectively, the "Prentice
Parties"; the Soros Parties, the Portfolio Funds and the Prentice Parties,
collectively, the "Stockholders") and the Issuer entered into a voting agreement
(the "Voting Agreement") pursuant to which the Soros Parties are entitled to
designate three members to serve on the Board, the Portfolio Funds are entitled
to designate one member to serve on the Board and the Prentice Parties are
entitled to designate one member to serve on the Board.
Pursuant to Section 1.2 of the Voting Agreement, each of the
Stockholders agreed to vote all Shares of the Issuer owned by them in favor of
the persons designated by each of the Stockholders. Additionally, the
Stockholders agreed that for a period of six months after the closing of the
Purchase Agreement, they will not vote any Shares of the Issuer owned by them in
favor of any merger, consolidation, sale or other similar transaction involving
the sale of any outstanding Shares of the Issuer.
Pursuant to Section 1.5(b) of the Voting Agreement, if the
Portfolio Funds dispose of their Shares of the Issuer so that they own less than
the greater of 50% of their current Shares or the minimum number of Shares that
are required to be owned under applicable Nasdaq rules which would allow the
Portfolio Funds to designate one director to serve on the Board (a "Maverick
Termination Event"), they shall cause the director designated by them to resign
from the Board.
Pursuant to Sections 1.5(a) and (c) of the Voting Agreement,
if either the Soros Parties or the Prentice Parties (each a "Disposing Party")
disposes of their Shares of the Issuer so that a Disposing Party owns less than
a specified percentage of their current Shares, then such Disposing Party shall
cause a director or directors designated by them to resign from the Board.
CUSIP NO. 096227103 PAGE 10 OF 13 PAGES
Pursuant to Section 2.3(b) of the Voting Agreement, the
rights and obligations of the Portfolio Funds under the Voting Agreement (except
with respect to Section 1.5(b)) shall automatically terminate upon occurrence of
a Maverick Termination Event.
As a result of the Voting Agreement, the Reporting Persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1)
with the Soros Parties and the Prentice Parties. The Reporting Persons disclaim
that they are acting as a group with either the Soros Parties or the Prentice
Parties and disclaim beneficial ownership of, or pecuniary interest in, any
Shares owned by the Soros Parties or the Prentice Parties.
The foregoing summary of the terms of the Voting Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Voting Agreement, which is incorporated herein by reference
and which has been filed as an exhibit to the Issuer's Current Report on Form
8-K, filed with the SEC on June 7, 2006.
Except as described above or elsewhere in this Statement or
incorporated by reference in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the Reporting Persons or, to the best of their knowledge, Mr. Wyly or between
any of the Reporting Persons and any other person or, to the best of their
knowledge, Mr. Wyly and any other person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
The information set forth in the Exhibit Index is
incorporated herein by reference.
CUSIP NO. 096227103 PAGE 11 OF 13 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: June 15, 2006
MAVERICK CAPITAL, LTD.
By: Maverick Capital Management, LLC,
its General Partner
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
-----------------------------
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
MAVERICK CAPITAL MANAGEMENT, LLC
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
-----------------------------
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
LEE S. AINSLIE III
By: /s/ John T. McCafferty
-----------------------------
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
CUSIP NO. 096227103 PAGE 12 OF 13 PAGES
EXHIBIT INDEX
-------------
A. Joint Filing Agreement, dated as of June 15, 2006, by and among
Maverick Capital, Maverick and Mr. Ainslie.
B. Stock Purchase Agreement, dated as of June 5, 2006, by and among
the Portfolio Funds, Prentice, the Soros Parties and the Issuer.
(1)
C. Form of Voting Agreement.(2)
D. Power of Attorney, dated as of February 13, 2003, granted by Mr.
Ainslie in favor of John T. McCafferty.(3)
--------------------
1 Incorporated by reference to the Issuer's Current Report on Form 8-K
filed with the SEC on June 7, 2006.
2 Incorporated by reference to the Issuer's Current Report on Form 8-K
filed with the SEC on June 7, 2006.
3 Incorporated by reference to Maverick Capital's Schedule 13G filed with
SEC on February 14, 2003.
USIP NO. 096227103 PAGE 13 OF 13 PAGES
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on this Schedule 13D,
dated June 15, 2006 (the "Schedule 13D"), with respect to the Common Stock, par
value $.01 per share, of Bluefly, Inc. is filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities
and Exchange Act of 1934, as amended, and that this Agreement shall be included
as an Exhibit to this Schedule 13D. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13D, and for the completeness
and accuracy of the information concerning itself contained therein. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 15th day of June 2006.
MAVERICK CAPITAL, LTD.
By: Maverick Capital Management, LLC,
its General Partner
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
-----------------------------
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
MAVERICK CAPITAL MANAGEMENT, LLC
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
-----------------------------
John T. McCafferty
Under Power of Attorney dated
February 13, 2003
LEE S. AINSLIE III
By: /s/ John T. McCafferty
-----------------------------
John T. McCafferty
Under Power of Attorney dated
February 13, 2003