As filed with the Securities and Exchange Commission on April 28, 2003
Registration No. 333-76079
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BLUEFLY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3612110
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
42 West 39th Street
New York, New York 10018
(Address of Principal Executive Offices) (Zip Code)
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BLUEFLY, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
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E. KENNETH SEIFF RICHARD A. GOLDBERG, ESQ.
President and Chief Executive Officer Swidler Berlin Shereff Friedman, LLP
Bluefly, Inc. 405 Lexington Avenue
42 West 39th Street New York, New York 10174
New York, New York 10018 (212) 973-0111
(212) 944-8000
(Name, address and telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1)(2) SHARE (3) PRICE (3) REGISTRATION FEE (3)
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Common Stock, par value
$.01 per share 6,800,000 $ 0.87 $ 5,882,547 $ 275.30
======================================================================================================================
(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 6,800,000
shares of common stock issuable under the Bluefly, Inc. 1997 Stock
Option Plan which were registered previously on 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. The fee was based on the fact that options for
2,868,912 shares have been granted at a weighted average exercise price
of $0.92, and the remaining 3,931,088 are based on the average of the
high and low price for shares of common stock, par value $0.01 per
share, of the Registrant on the Nasdaq SmallCap Market on April 23, 2003
$0.83.
EXPLANATORY NOTES
This Amendment No.4 to Registration Statement on Form S-8 is being
filed to: (i) register an additional 6,800,000 shares of the Registrant's common
stock, $0.01 par value per share, issuable pursuant to the Registrant's 1997
Stock Option Plan, as amended to date; and (ii) amend the Registration Statement
on Form S-8 (as amended to date, the "Registration Statement") (File No.
333-76079) filed with the Securities and Exchange Commission on April 12, 1999,
by filing as exhibits thereto the consents of the Registrant's independent
auditors to the filing with the Registrant's Annual Reports on Form 10-K for the
years ended December 31, 2002 and 2001 of the independent auditor's report on
the Registrant's financial statements for such years. The contents of the
Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Item 8 of the Registration Statement is hereby amended and restated in its
entirety as follows:
The following exhibits are filed as part of this Registration Statement:
Exhibit Number. Description.
--------------- ------------
4.1 Bluefly, Inc. 1997 Stock Option Plan, as amended to date
5.1* Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1* Consent of Pricewaterhouse Coopers LLP
23.2* Consent of Swidler Berlin Shereff Friedman, LLP (contained in Exhibit 5.1).
23.3* Consent of Pricewaterhouse Coopers, LLP
23.4 Consent of Pricewaterhouse Coopers, LLP
*Previously filed
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. 4 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
28th day of April, 2003.
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
---------------------------
E. Kenneth Seiff
President, Chief Executive
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints E. Kenneth Seiff and Patrick C.
Barry and each of them (with full power of substitution and resubstitution for
him and on his behalf, and in his name, place and stead, in any and all
capacities to execute and sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or any of them or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the Registrant hereby
confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 4 to Registration Statement has been signed by the following
persons in the capacities and on this 28th day of April, 2003:
Signature Titles
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/s/ E. Kenneth Seiff President, Chief Executive Officer and Director
--------------------------- (Principal Executive Officer)
E. Kenneth Seiff
/s/ Patrick C. Barry Chief Operating Officer and Chief Financial Officer
--------------------------- (Principal Financial and Accounting Officer)
Patrick C. Barry
/s/ Josephine R. Esquivel Director
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Josephine R. Esquivel
/s/ Martin Miller Director
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Martin Miller
/s/ Robert G. Stevens Director
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Robert G. Stevens
/s/ Neal Moszkowski Director
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Neal Moszkowski
/s/ Alan Kane Director
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Alan Kane
/s/ David Wassong Director
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David Wassong
EXHIBIT INDEX
Exhibit Number. Description.
--------------- ------------
4.1 Bluefly, Inc. 1997 Stock Option Plan, as amended to date
5.1* Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1* Consent of Pricewaterhouse Coopers LLP
23.2* Consent of Swidler Berlin Shereff Friedman, LLP (contained in Exhibit 5.1).
23.3* Consent of Pricewaterhouse Coopers, LLP
23.4 Consent of Pricewaterhouse Coopers, LLP
*Previously filed