UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2004
Bluefly, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-14498 13-3612110
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
42 West 39th Street, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 944-8000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 26, 2004, E. Kenneth Seiff, the Company's Chairman of the Board and
Chief Executive Officer, resigned from his positions as a director and officer
of the Company. Attached as Exhibit 99.1 is a copy of the press release issued
by the Company on August 26, 2004, announcing Mr. Seiff's resignation, the
appointment of Melissa Payner-Gregor, the Company's President, as Chief
Executive Officer, and the appointment of Alan Kane, a director, as Chairman of
the Board.
Attached as Exhibit 99.2 is a copy of the Separation Agreement and General
Release of All Claims entered into by the Company and Mr. Seiff.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press Release dated August 26, 2004
99.2 Separation Agreement and General Release of All Claims, dated as of August
26, 2004, by and between the Company and E. Kenneth Seiff
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLUEFLY, INC.
(Registrant)
Date: August 30, 2004 By: /s/ Patrick C. Barry
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Name: Patrick C. Barry
Title: Chief Operating Officer and Chief
Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO.
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99.1 Press release issued by the Company on August 26, 2004.
99.2 Separation Agreement and General Release of All Claims, dated as of
August 26, 2004, by and between the Company and E. Kenneth Seiff
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