UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
BLUEFLY, INC.
-------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
096227103
---------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 24, 2002
----------------------
(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 of ss.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 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
Page 1 of 39 Pages
Exhibit Index: Page 13
SCHEDULE 13D
CUSIP No. 096227103 Page 2 of 39 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QUANTUM INDUSTRIAL PARTNERS LDC
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
Cayman Islands
7 Sole Voting Power
Number of 18,603,969
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,603,969
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,603,969
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
66.11%
14 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13D
CUSIP No. 096227103 Page 3 of 39 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,603,969
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,603,969
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,603,969
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
66.11%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 096227103 Page 4 of 39 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
QIH MANAGEMENT, INC.
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)
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,603,969
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,603,969
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,603,969
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
66.11%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 096227103 Page 5 of 39 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SOROS FUND MANAGEMENT LLC
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)
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,603,969
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,603,969
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,603,969
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
66.11%
14 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13D
CUSIP No. 096227103 Page 6 of 39 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
SFM DOMESTIC INVESTMENTS LLC
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
Delaware
7 Sole Voting Power
Number of 608,790
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 608,790
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
608,790
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
3.99%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 096227103 Page 7 of 39 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
GEORGE SOROS (in the capacity described herein)
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)
AF
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 19,212,759
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 19,212,759
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,212,759
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
67.23%
14 Type of Reporting Person (See Instructions)
IA
Page 8 of 39 Pages
This Amendment No. 12 to Schedule 13D relates to shares of
Common Stock, $0.01 par value per share (the "Shares"), of Bluefly, Inc. (the
"Issuer"). This Amendment No. 12 supplementally amends the initial statement on
Schedule 13D, dated August 6, 1999, and all amendments thereto (collectively,
the "Initial Statement"), filed by the Reporting Persons (as defined herein).
This Amendment No. 12 is being filed by the Reporting Persons to report that QIP
(as defined herein) and SFM Domestic Investments (as defined herein) have
entered into an agreement with the Issuer as described herein, whereby QIP and
SFM Domestic Investments each purchased from the Issuer additional Shares and
warrants to purchase Shares. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 2. Identity and Background
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) Soros Fund Management LLC ("SFM LLC");
(v) SFM Domestic Investments LLC ("SFM Domestic
Investments"); and
(vi) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of
QIP and SFM Domestic Investments.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Item 6 hereof is hereby
incorporated by reference into this Item 3.
QIP expended approximately $1,839,833 of its working capital
to purchase the securities reported herein as being acquired since April 2,
2002, (the date of the last filing on Schedule 13D). SFM Domestic Investments
expended approximately $60,167 of its working capital to purchase the securities
reported herein as being acquired since April 2, 2002, (the date of the last
filing on Schedule 13D).
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.
Page 9 of 39 Pages
Item 5. Interest in Securities of the Issuer
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be
deemed the beneficial owner of 18,603,969 Shares (approximately 66.11% of the
total number of Shares outstanding assuming the exercise and conversion of all
of the securities held for the account of QIP). This number consists of A)
5,287,082 Shares, B) 3,806,923 Shares issuable upon the conversion of 445,410
shares of Series A Preferred Stock, C) 8,607,843 Shares issuable upon the
conversion of 8,607,843 shares of Series B Preferred Stock, D) 363,113 Shares
issuable upon the exercise of warrants held for the account of QIP, E) 96,830
Shares issuable upon the exercise of Warrant No. 11 held for the account of QIP,
F) 58,098 Shares issuable upon the exercise of Warrant No. 13 held for the
account of QIP, G) 96,830 Shares issuable upon the exercise of Warrant No. 15
held for the account of QIP, and H) 287,250 Shares issuable upon the exercise of
Warrant No. 17 (as defined herein) held for the account of QIP.
(ii) SFM Domestic Investments may be deemed the beneficial
owner of 608,790 Shares (approximately 3.99% of the total number of Shares
outstanding assuming the exercise and conversion of all the securities held for
its account). This number consists of A) 172,995 Shares, B) 124,701 Shares
issuable upon the conversion of 14,590 shares of Series A Preferred Stock held
for its account, C) 281,571 Shares issuable upon the conversion of 281,571
shares of Series B Preferred Stock held for its account, D) 11,887 Shares
issuable upon the exercise of warrants held for its account, E) 3,170 Shares
issuable upon the exercise of Warrant No. 12 held for its account, F) 1,902
Shares issuable upon the exercise of Warrant No. 14 held for its account, G)
3,170 Shares issuable upon the exercise of Warrant No. 16 held for its account,
and H) 9,394 Shares issuable upon the exercise of Warrant No. 18 (as defined
herein) held for its account.
(iii) Mr. Soros may be deemed the beneficial owner of
19,212,759 Shares (approximately 67.23% of the total number of Shares
outstanding assuming the exercise and conversion of all of the securities held
for the accounts of QIP and SFM Domestic Investments). This number consists of
A) 5,287,082 Shares held for the account of QIP, B) 3,806,923 Shares issuable
upon the conversion of 445,410 shares of Series A Preferred Stock held for the
account of QIP, C) 8,607,843 Shares issuable upon the conversion of 8,607,843
shares of Series B Preferred Stock held for the account of QIP, D) 363,113
Shares issuable upon the exercise of warrants held for the account of QIP, E)
96,830 Shares issuable upon the exercise of Warrant No. 11 held for the account
of QIP, F) 58,098 Shares issuable upon the exercise of Warrant No. 13 held for
the account of QIP, G) 96,830 Shares issuable upon the exercise of Warrant No.
15 held for the account of QIP, H) 287,250 Shares issuable upon the exercise of
Warrant No. 17 held for the account of QIP, I) 172,995 Shares held for the
account of SFM Domestic Investments, J) 124,701 Shares issuable upon the
conversion of 14,590 shares of Series A Preferred Stock held for the account of
SFM Domestic Investments, K) 281,571 Shares issuable upon the conversion of
281,571 shares of Series B Preferred Stock held for the account of SFM Domestic
Investments, L) 11,887 Shares issuable upon the exercise of warrants held for
the account of SFM Domestic Investments, M) 3,170 Shares issuable upon the
exercise of the Warrant No. 12 held for the account of SFM Domestic Investments,
N) 1,902 Shares issuable upon the exercise of Warrant No. 14 held for the
account of SFM Domestic Investments, O) 3,170 Shares issuable upon the exercise
of the Warrant No. 16 held for the account of SFM Domestic Investments, and P)
9,394 Shares issuable upon the exercise of Warrant No. 18 held for the account
of SFM Domestic Investments.
(b)(i) Each of QIP, QIHMI, QIH Management and SFM LLC (by
virtue of the QIP contract) may be deemed to have the sole power to direct the
voting and disposition of the 18,603,969 Shares held for the account of QIP
(assuming the conversion of all the Series A Preferred Stock and the Series B
Preferred Stock, and the exercise of the warrants and Warrant No. 11, Warrant
No. 13, Warrant No. 15 and Warrant No. 17 held for the account of QIP).
Page 10 of 39 Pages
(ii) SFM Domestic Investments may be deemed to have the sole
power to direct the voting and disposition of the 608,790 Shares held for its
account (assuming the conversion of all the Series A Preferred Stock and the
Series B Preferred Stock, and the exercise of the warrants and Warrant No. 12,
Warrant No. 14, Warrant No. 16 and Warrant No. 18 held for its account).
(iii) Mr. Soros (as a result of his position with SFM LLC and
in his capacity as the sole managing member of SFM Domestic Investments) may be
deemed to have the sole power to direct the voting and disposition of 19,212,759
Shares held for the accounts of QIP and SFM Domestic Investments. This number
consists of A) 18,603,969 Shares held for the account of QIP (assuming the
conversion of all the Series A Preferred Stock and the Series B Preferred Stock,
and the exercise of the warrants and Warrant No. 11, Warrant No. 13, Warrant No.
15 and Warrant No. 17 held for the account of QIP) and B) 608,790 Shares held
for the account of SFM Domestic Investments (assuming the conversion of all the
Series A Preferred Stock and the Series B Preferred Stock, and the exercise of
the warrants and Warrant No. 12, Warrant No. 14, Warrant No. 16 and Warrant No.
18 held for the account of SFM Domestic Investments).
(c) Except for the transactions described in Item 6 below,
which were effected in a privately negotiated transaction, there have been no
transactions effected with respect to the Shares since April 2, 2002, (the date
of the last filing on Schedule 13D) by any of the Reporting Persons.
(d)(i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sales of, the securities held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) Certain members of SFM Domestic Investments have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the securities held for the account of SFM Domestic Investments.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On May 24, 2002, the Issuer entered into a Common Stock and
Warrant Purchase Agreement (the "Purchase Agreement") with certain investors of
the Issuer, including QIP and SFM Domestic Investments (a copy of which is
attached hereto as Exhibit DDD and incorporated herein by reference in response
to this Item 6). Pursuant to the Purchase Agreement, QIP purchased 1,148,998
Shares for an aggregate purchase price of $1,803,926.75 and SFM Domestic
Investments purchased 37,575 Shares for an aggregate purchase price of
$58,992.75. Also pursuant to the Purchase Agreement, QIP purchased warrants
("Warrant No. 17") to subscribe for and purchase up to 287,250 Shares for an
aggregate purchase price of $35,906.25 and SFM Domestic Investments purchased
warrants ("Warrant No. 18") to subscribe for and purchase up to 9,394 Shares for
an aggregate purchase price of $1,174.25. Warrant No. 17 and Warrant No. 18 are
exercisable at any time after May 24, 2002 at a price per share equal to $1.88.
A copy of the form of Warrants No. 17 and No. 18 is attached hereto in Exhibit
DDD as Exhibit A to the Purchase Agreement and is incorporated herein by
reference in response to this Item 6.
The Purchase Agreement requires the Issuer to file within 45
days and to use commercially reasonable efforts to cause to be declared
effective within 90 days, a registration statement under the Securities Act of
1933, as amended, covering the Shares (as defined in the Purchase Agreement) and
Warrant Shares (as defined in the Purchase Agreement) purchased pursuant to the
Purchase Agreement. In addition, the Purchase Agreement provides that the Issuer
will use commercially reasonable efforts to nominate a representative of Breider
Moore & Co., LLC ("Breider Moore") to the Issuer's Board of Directors and to
recommend that the Issuer's stockholders vote in favor of the election of such
representative to the Issuer's Board of Directors (as long as the Issuer and
Breider Moore mutually agree as to the identity of such representative). Such
provision will continue to have effect for so long as Breider Moore continues to
own, beneficially and of record, at least five percent(5%)of the outstanding
shares of voting stock of the Issuer.
Page 11 of 39 Pages
The foregoing descriptions of the Purchase Agreement and
Warrants No. 17 and No. 18 do not purport to be complete and are qualified in
their entirety by the terms of each such document which are incorporated herein
by reference.
Except as set forth herein, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
Page 12 of 39 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.
Date: May 30, 2002 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Vice President
QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Vice President
SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
-----------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 13 of 39 Pages
EXHIBIT INDEX
DDD. Form of the Common Stock and Warrant Purchase Agreement, 14
dated May 24,2002, between Bluefly, Inc. and the
investors listed on Schedule 1 thereto