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As filed with the Securities and Exchange Commission on June 13, 2007
Registration No. 333-124567
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BLUEFLY, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3612110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
42 West 39th Street
New York, New York 10018
(Address of Principal Executive Offices) (Zip Code)
BLUEFLY, INC. 2005 STOCK INCENTIVE PLAN
(Full title of the plan)
MELISSA PAYNER-GREGOR RICHARD A. GOLDBERG, ESQ.
Chief Executive Officer and President Dechert LLP
Bluefly, Inc. 30 Rockefeller Plaza
42 West 39th Street New York, New York 10112
New York, New York 10018 (212) 698-3500
(212) 944-8000
(Name, address and telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED (1)(2) PER SHARE (3) PRICE (3) FEE
------------------------ ----------------- -------------- ------------------ -------------
Common Stock, par
value $.01 per share 5,000,000 shares $ 1.05 $ 5,250,000.00 $ 161.18
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(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(2) The securities registered hereby represent an addition to the 12,886,473
shares of common stock issuable under the Bluefly, Inc. 2005 Stock
Incentive Plan, the offer and sale of which were previously registered
pursuant to this Registration Statement.
(3) Estimated in accordance with Rule 457(c) and (h) of the Securities Act of
1933, as amended (the "Act"), solely for the purpose of calculation of the
registration fee, based on the average of the high and low price for shares
of common stock, par value $.01 per share, of the Registrant on the Nasdaq
Capital Market on June 1, 2007 ($1.05).
EXPLANATORY NOTES
This Amendment No.1 to Registration Statement on Form S-8 is being filed to
register an additional 5,000,000 shares of the Registrant's common stock, $.01
par value per share ("Common Stock"), issuable pursuant to the Registrant's 2005
Stock Incentive Plan (as amended to date, the "Plan"). The contents of the
Registration Statement on Form S-8 (File No. 333-124567), filed with the
Commission on May 3, 2005, are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit Number. Description.
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4.1 Bluefly, Inc. 2005 Stock Incentive Plan, as amended to date
(incorporated by reference to the Company's Definitive Proxy
Statement for its 2007 Annual Meeting of Stockholders, filed
with the Securities and Exchange Commission on April 16,
2007).
5.1 Opinion of Dechert LLP.
23.1 Consent of Pricewaterhouse Coopers LLP
23.2 Consent of Dechert LLP (contained in Exhibit 5.1).
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on this 13th day of
June, 2007.
BLUEFLY, INC.
By: /s/ Melissa Payner-Gregor
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Melissa Payner-Gregor
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Titles Date
------------------------- ------------------------------------------ -------------
/s/ Melissa Payner-Gregor President, Chief Executive Officer and June 13, 2007
------------------------- Director (Principal Executive Officer)
Melissa Payner-Gregor
/s/ Patrick C. Barry Chief Operating Officer and Chief June 13, 2007
-------------------- Financial Officer (Principal Financial &
Patrick C. Barry Accounting Officer)
/s/ Barry Erdos Director June 13, 2007
---------------
Barry Erdos
/s/ Michael Gross Director June 13, 2007
-----------------
Michael Gross
/s/ Ann Jackson Director June 13, 2007
---------------
Ann Jackson
/s/ Martin Miller Director June 13, 2007
-----------------
Martin Miller
/s/ Neal Moszkowski Director June 13, 2007
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Neal Moszkowski
/s/ Christopher G. McCann Director June 13, 2007
-------------------------
Christopher G. McCann
/s/ Alex Rafal Director June 13, 2007
--------------
Alex Rafal
/s/ David Wassong Director June 13, 2007
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David Wassong
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Bluefly, Inc. 2005 Stock Incentive Plan, as amended to date
(incorporated by reference to the Company's Definitive Proxy
Statement for its 2007 Annual Meeting of Stockholders, filed
with the Securities and Exchange Commission on April 16,
2007).
5.1 Opinion of Dechert LLP.
23.1 Consent of Pricewaterhouse Coopers LLP
23.2 Consent of Dechert LLP (contained in Exhibit 5.1).
5