UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
096227301
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(CUSIP Number)
Maverick Capital, Ltd.
Attention: General Counsel
300 Crescent Court, 18th Floor
Dallas, Texas 75201
(214) 880-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 21, 2009
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(Date of Event Which Requires Filing of this Amendment)
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 of 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. 096227301 Page 2 of 9 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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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
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| 7 | SOLE VOTING POWER
| |
| | 3,723,897
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NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY ----------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
PERSON | | 3,723,897
WITH ----------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,723,897
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.05%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 096227301 Page 3 of 9 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
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
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| 7 | SOLE VOTING POWER
| |
| | 3,723,897
----------------------------------------------------------
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY ----------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
PERSON | | 3,723,897
WITH ----------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,723,897
--------------------------------------------------------------------------------
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)
20.05%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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CUSIP No. 096227301 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSONS
Lee S. Ainslie III
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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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
United States
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| 7 | SOLE VOTING POWER
| |
| | 3,723,897
----------------------------------------------------------
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY ----------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
PERSON | | 3,723,897
WITH ----------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,723,897
--------------------------------------------------------------------------------
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)
20.05%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 096227301 Page 5 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 4 amends the Schedule 13D filed on June 15,
2006 and all amendments thereto (this "Amendment") and 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, New York, New York.
Item 2. Identity and Background.
(a) This Amendment 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 the 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.
(d) - (e) During the past five years, to the best of the
Reporting Persons' knowledge, none of the Reporting Persons 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 is a citizen of the United States.
CUSIP No. 096227301 Page 6 of 9 Pages
Item 3. Source and Amount of Funds or Other Considerations.
The information set forth in Item 6 hereof is hereby incorporated
by reference into this Item 3.
Item 4. Purpose of Transaction.
The information set forth in Item 6 hereof is hereby incorporated
by reference into this Item 4.
The Reporting Persons reserve the right to acquire, or cause to
be acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) - (b) Based on the information provided by the Issuer, the
number of shares outstanding was 18,552,737 as of December 21, 2009. The
Reporting Persons may be deemed directly or indirectly, including by reason of
their mutual affiliation, to be the beneficial owners of 3,723,897 Shares. Such
Shares constitute approximately 20.05% 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 3,723,897 Shares.
(c) Except as disclosed in Item 3, none of the Reporting Persons
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.
On March 26, 2008, 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"), and on behalf of
the Portfolio Funds entered into a Standby Commitment Agreement in relation to
three million dollars ($3,000,000) of debt financing (the
CUSIP No. 096227301 Page 7 of 9 Pages
"Commitment Amount"), by and among the Issuer, the Portfolio Funds and certain
other investors (the "Commitment Agreement", a copy of which is attached as
Exhibit B and is incorporated herein by reference in response to this Item 6).
On July 23, 2008, the Issuer borrowed the full Commitment Amount
pursuant to the Note Purchase Agreement dated July 23, 2008 (the "Note Purchase
Agreement", a copy of which is attached as Exhibit C and is incorporated herein
by reference in response to this Item 6), pursuant to which the Portfolio Funds
acquired Convertible Promissory Notes (the "Notes", copies of which are attached
as Exhibits D, E and F and are incorporated herein by reference in response to
this Item 6) granting to the Portfolio Funds the right to convert the Notes into
a number of Shares equal to the quotient obtained by dividing the aggregate
amount of the principal amount of such Notes to be converted by (i) $3.65 or
(ii) equity securities sold by the Issuer in subsequent rounds of financing for
cash at a conversion price based on the lowest price per share paid by any
investor in such subsequent round of financing. On December 21, 2009, the Issuer
sold Shares at a price of $1.70 per share (the "Conversion Price") to a party
unrelated to the Portfolio Funds, and the Portfolio Funds exercised their rights
to convert the Notes at the Conversion Price into 665,471 Shares.
On December 21, 2009, the Portfolio Funds, the Issuer, 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 ("SAC"), GPC XL III, LLC, PEC I, LLC (collectively, the
"Prentice Parties"; the Soros Parties, the Portfolio Funds and the Prentice
Parties, collectively, the "Existing Stockholders") and Rho Ventures VI, L.P.
("Rho"; the Soros Parties, the Portfolio Funds, the Prentice Parties and Rho,
collectively, the "Stockholders") entered into an Amended and Restated Voting
Agreement (the "Amended and Restated Voting Rights Agreement", a copy of which
is attached as Exhibit G and is incorporated herein by reference in response to
this Item 6), which amended and restated a voting agreement entered into by the
Issuer and the Existing Stockholders dated as of June 15, 2006.
Pursuant to Section 1.1 of the Amended and Restated Voting
Agreement, subject to shareholder approval, the Board of Directors of the Issuer
(the "Board") shall be restructured into a classified board upon the closing of
the sale to Rho by the Issuer of the balance of the 8,823,529 Shares not already
purchased by Rho in the first closing (the "Rho Transaction").
Pursuant to Section 1.2 of the Amended and Restated Voting
Agreement, the Soros Parties are entitled to designate two members to serve on
the Board, Rho is entitled to designate two members to serve on the Board, the
Portfolio Funds are entitled to designate one member to serve on the Board, and
the Prentice Parties (other than SAC) are entitled to designate one member to
serve on the Board.
Pursuant to Section 1.4 of the Amended and Restated Voting
Agreement, the Stockholders agreed to vote all Shares owned by them in favor of
the persons designated by each of the Stockholders.
Pursuant to Section 1.5 of the Amended and Restated Voting
Agreement, each of Rho, the Soros Parties, the Portfolio Funds, and the Prentice
Parties (other than SAC) will be entitled to have one director designated by
them serve on any committee of the Board, subject to applicable law, rules and
regulations (including stock exchange regulations), and, if the Issuer
establishes an executive committee of the Board, to have each of their director
designees under the Amended and Restated Voting Agreement serve on such
executive committee of the Board.
Pursuant to Section 2.1 of the Amended and Restated Voting
Agreement, the Existing Stockholders agreed to vote a specified percentage of
their Shares in favor of the reclassification of the Board and approval of the
Rho Transaction.
Pursuant to Section 2.2 of the Amended and Restated Voting
Agreement, until 90 days after the date of the Amended and Restated Voting
Agreement, the Portfolio Funds and the Prentice Parties agreed, subject to
certain exceptions, not to, without the prior written consent of the Soros
Parties, Rho and the Issuer sell, offer to sell, or enter into any swap,
arrangement or similar transaction that transfers Shares, or publicly announce
an intention to make such a transaction (the "Lock-Up Restrictions").
Furthermore, if Rho or another person introduced by Rho, makes an offer to the
Portfolio Funds to purchase at least 50% of the Shares held by the Portfolio
Funds on December 21, 2009 on pricing terms no less favorable than those in the
Securities Purchase Agreement dated as of December 21, 2009 between the Issuer
and Rho, and otherwise satisfying certain other specified conditions, and the
Portfolio Funds do not accept such offer, then the Portfolio Funds will continue
to be subject to the Lock-Up Restrictions until December 21, 2010.
On December 21, 2009, the Portfolio Funds, the Issuer, the Soros
Parties, the Prentice Parties and Rho entered into a Registration Rights
Agreement (the "Registration Rights Agreement", a copy of which is attached as
Exhibit H and is incorporated herein by reference in response to this Item 6).
The foregoing descriptions of the Commitment Agreement, the Note
Purchase Agreement, the Registration Rights Agreement,and the Amended and
Restated Voting Rights Agreement do not purport to be complete and are qualified
in their entirety by the terms of each such documents which are incorporated
herein by reference.
Item 7. Materials to be Filed as Exhibits.
The information set forth in the Exhibit Index is incorporated
herein by reference.
CUSIP No. 096227301 Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment is true, complete and correct.
Dated: December 24, 2009
MAVERICK CAPITAL, LTD.
By: Maverick Capital Management, LLC,
its General Partner
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
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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
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John T. McCafferty
Under Power of Attorney dated
February 13, 2003
LEE S. AINSLIE III
By: /s/ John T. McCafferty
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John T. McCafferty
Under Power of Attorney dated
February 13, 2003
CUSIP No. 096227301 Page 9 of 9 Pages
EXHIBIT INDEX
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A. Power of Attorney, dated as of February 13, 2003, granted by Mr. Ainslie in
favor of John T. McCafferty.(1)
B. Standby Commitment Agreement, dated as of March 26, 2008, by and among
Bluefly, Inc., Quantum Industrial Partners LDC, SFM Domestic Investments LLC,
Maverick Fund USA, Ltd., Maverick Fund, L.D.C., and Maverick Fund II, Ltd.(2)
C. Note Purchase Agreement, dated as of July 23, 2008, entered into by and among
Bluefly, Inc., Quantum Industrial Partners LDC, SFM Domestic Investments LLC,
Maverick Fund USA, Ltd., Maverick Fund, L.D.C., and Maverick Fund II, Ltd.(3)
D. Convertible Promissory Note, dated July 23, 2008, issued to Maverick Fund
USA, Ltd.(3)
E. Convertible Promissory Note, dated July 23, 2008, issued to Maverick Fund,
L.D.C.(3)
F. Convertible Promissory Note, dated July 23, 2008, issued to Maverick Fund II,
Ltd.(3)
G. Amended and Restated Voting Agreement, dated as of December 21, 2009 by and
among Bluefly, Inc., Quantum Industrial Partners LDC, SFM Domestic Investments,
LLC, Maverick Fund USA, Ltd., Maverick Fund, L.D.C., Maverick Fund II, Ltd.,
Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice
Capital Offshore, Ltd., S.A.C. Capital Associates, LLC, GPC XL III, LLC, PEC I,
LLC and Rho Ventures VI, L.P.
H. Registration Rights Agreement, dated as of December 21, 2009 by an among
Bluefly, Inc., Quantum Industrial Partners LDC, SFM Domestic Investments, LLC,
Maverick Fund USA, Ltd., Maverick Fund, L.D.C., Maverick Fund II, Ltd., Prentice
Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital
Offshore, Ltd., GPC XL III, LLC, PEC I, LLC, S.A.C. Capital Associates, LLC,
and Rho Ventures VI, L.P.
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(1) Incorporated by reference to Maverick Capital's Schedule 13G filed with SEC
on February 14, 2003.
(2) Incorporated by reference to Maverick Capital's Schedule 13D/A filed with
the SEC on March 28, 2008.
(3) Incorporated by reference to Maverick Capital's Schedule 13D/A filed with
the SEC on July 25, 2008.