UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
BLUEFLY, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(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)
June 1, 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. Seess.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 12 Pages
SCHEDULE 13D
CUSIP No. 096227103 Page 2 of 12 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)
Not Applicable
5 Check 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 22,825,650
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 22,825,650
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
22,825,650
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)
81.72%
14 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13D
CUSIP No. 096227103 Page 3 of 12 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. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
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 22,825,650
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 22,825,650
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
22,825,650
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)
81.72%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 096227103 Page 4 of 12 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)
Not Applicable
5 Check 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 22,825,650
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 22,825,650
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
22,825,650
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)
81.72%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 096227103 Page 5 of 12 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)
Not Applicable
5 Check 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 22,825,650
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 22,825,650
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
22,825,650
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)
81.72%
14 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13D
CUSIP No. 096227103 Page 6 of 12 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)
Not Applicable
5 Check 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 746,885
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 746,885
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
746,885
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)
6.81%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 096227103 Page 7 of 12 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)
Not Applicable
5 Check 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 23,572,535
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 23,572,535
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,572,535
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented By Amount in Row (11)
82.70%
14 Type of Reporting Person (See Instructions)
IA
Page 8 of 12 Pages
This Amendment No. 13 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. 13 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. 13 is being filed by the Reporting Persons to report, among
other things, certain adjustments to the numbers and percentages of Shares that
QIP (as defined herein), SFM Domestic Investments (as defined herein) and
certain other Reporting Persons may be deemed to beneficially own. These
adjustments reflect (1) the effect of anti-dilution adjustments triggered by the
purchase of Shares and warrants to purchase Shares pursuant to the Purchase
Agreement (as defined herein) and (2) that the Issuer has not, as of the date
hereof, issued Shares or warrants to purchase Shares pursuant to the Purchase
Agreement other than to QIP and SFM Domestic Investments. 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 5. Interest in Securities of the Issuer
The text of Item 5 included in Schedule 13D Amendment No. 12 is deleted
in its entirety and is replaced with the following:
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 22,825,650 Shares (approximately 81.72% 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) 12,829,524 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 held for the account of QIP.
(ii) SFM Domestic Investments may be deemed the beneficial
owner of 746,885 Shares (approximately 6.81% of the total number of Shares
outstanding assuming the exercise and conversion of all of 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
Page 9 of 12 Pages
Preferred Stock held for its account, C) 419,666 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
held for its account.
(iii) Mr. Soros may be deemed the beneficial owner of
23,572,535 Shares (approximately 82.70% 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) 12,829,524 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) 419,666 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 22,825,650 Shares held for the account of QIP
(assuming the conversion of all of 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).
(ii) SFM Domestic Investments may be deemed to have the sole
power to direct the voting and disposition of the 746,885 Shares held for its
account (assuming the conversion of all of 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 23,572,535
Shares held for the accounts of QIP and SFM Domestic Investments. This number
consists of A) 22,825,650 Shares held for the account of QIP (assuming the
conversion of all of 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) 746,885
Shares held for the account of SFM Domestic Investments (assuming the conversion
of all of 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).
Page 10 of 12 Pages
(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 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.
The foregoing reflects adjustments made to the numbers and percentages
previously reported in Schedule 13D Amendment No. 12 to reflect (1) the effect
of anti-dilution adjustments triggered by the purchase of Shares and warrants to
purchase Shares and (2) that the Issuer has not, as of the date hereof, issued
Shares or warrants to purchase Shares pursuant to the Purchase Agreement (as
defined herein) other than to QIP and SFM Domestic Investments.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The text of Item 6 included in Schedule 13D Amendment No. 12 is deleted
in its entirety and is replaced with the following:
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 was
previously filed as Exhibit DDD to Schedule 13D Amendment No. 12 and is
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 contained in Exhibit A to the Purchase Agreement (a copy of which was
previously filed as Exhibit DDD to Schedule 13D Amendment No. 12 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 the Warrant
Shares (as defined in the Purchase Agreement) purchased pursuant to the Purchase
Agreement.
In addition, with respect to the issuance of any additional Shares or
securities of the Issuer convertible into Shares in connection with the Standby
Commitment (a copy of which was
Page 11 of 12 Pages
previously filed as Exhibit YY to Schedule 13D Amendment No. 11 and is
incorporated herein by reference in response to this Item 6), QIP and SFM
Domestic Investments have agreed with the Issuer to waive the anti-dilution
provisions contained in Section 5.8.6. of the Issuer's Certificate of
Incorporation (a copy of which was previously filed as Exhibit RR to Schedule
13D Amendment No. 8 and is incorporated herein by reference in response to this
Item 6), but only if there are no purchasers of securities in such financing
other than QIP and SFM Domestic Investments or their respective affiliates.
The foregoing descriptions of the Purchase Agreement, Warrant No. 17,
Warrant No. 18, the Standby Commitment and the Certificate of Incorporation do
not purport to be complete and are qualified in their entirety by the terms of
those documents, each of which is 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.
Page 12 of 12 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: June 3, 2002 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
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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.
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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.
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Richard D. Holahan, Jr.
Assistant General Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By: /s/ Richard D. Holahan, Jr.
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Richard D. Holahan, Jr.
Attorney-in-Fact
GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
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Richard D. Holahan, Jr.
Attorney-in-Fact