As filed with the Securities and Exchange Commission on July 30, 2004
Registration No. 333-76079
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 5
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 (Zip Code)
Offices)
BLUEFLY, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
E. KENNETH SEIFF RICHARD A. GOLDBERG, ESQ.
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 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 2,000,000 shares $ 2.09 $ 4,180,000 $ 530
(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 12,200,000
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. To date none of the options to which these
shares relate have been issued. Accordingly, the fee was calculated
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
SmallCap Market on July 27, 2004 ($2.09).
EXPLANATORY NOTES
This Amendment No.5 to Registration Statement on Form S-8 is being filed
to register an additional 2,000,000 shares of the Registrant's common stock,
$.01 par value per share ("Common Stock"), issuable pursuant to the Registrant's
1997 Stock Option Plan (as amended to date, the "Plan"). The contents of the
Registration Statement on Form S-8 (File No. 333-76079), filed with the
Commission on April 12, 1999, are incorporated herein by reference.
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.
--------------- --------------------------------------------------------------
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 PricewaterhouseCoopers LLP
23.2 Consent of Swidler Berlin Shereff Friedman, LLP (contained in
Exhibit 5.1).
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. 5 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
30th day of July, 2004.
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
------------------------------------
E. Kenneth Seiff
Chief Executive Officer and Chairman
of the Board
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/ E. Kenneth Seiff Chief Executive Officer and July 30, 2004
------------------------- Chairman of the Board
E. Kenneth Seiff (Principal Executive Officer)
/s/ Patrick C. Barry Chief Operating Officer and Chief July 30, 2004
------------------------- Financial Officer (Principal
Patrick C. Barry Financial & Accounting Officer)
/s/ Melissa Payner-Gregor President and Director July 30, 2004
-------------------------
Melissa Payner-Gregor
* Director July 30, 2004
-------------------------
Martin Miller
* Director July 30, 2004
-------------------------
Robert G. Stevens
* Director July 30, 2004
-------------------------
Neal Moszkowski
* Director July 30, 2004
-------------------------
David Wassong
* Director July 30, 2004
-------------------------
Josie Esquivel
* Director July 30, 2004
-------------------------
Alan Kane
By: /s/ E. Kenneth Seiff
------------------------
E. Kenneth Seiff
Attorney-In-Fact
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).