UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 1, 2008
BLUEFLY, INC.
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(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) (I.R.S. 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)
(212) 944-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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:
|_| 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))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 5.02 regarding the Amended Erdos
Employment Agreement (as hereinafter defined) is incorporated by reference into
this Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On December 1, 2008, the Company and Barry Erdos entered into an amended
and restated employment agreement (the "Amended Erdos Employment Agreement")
pursuant to which, among other things, Mr. Erdos resigned as President and
Chief Operating Officer of the Company, but will continue as an employee in a
non-executive capacity, at an annual salary of $212,500. In addition, Mr.
Erdos will remain on the Company's Board of Directors. In the event that the
Amended Erdos Employment Agreement is terminated by the Company without cause
prior to the end of the Term, Mr. Erdos will be entitled to severance payments
equal to his salary through November 30, 2009. In addition, the Company has
agreed to pay Mr. Edros' COBRA premiums through November 2009, and Mr. Erdos
agreed that vesting of the Deferred Stock Units granted to him will cease as of
November 30, 2008.
Also on December 1, 2008, Bradford Matson announced that he would resign as
Chief Marketing Officer of the Company, effective as of January 8, 2009. The
Company has agreed to engage Mr. Matson as a consultant to assist in marketing
efforts during a transition period, while it considers potential replacements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amended and Restated Employment Agreement, dated December 1, 2008, by and
between Bluefly, Inc. and Barry Erdos.
SIGNATURE
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.
Dated: December 2, 2008
BLUEFLY, INC.
By: /s/ Kara B. Jenny
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Name: Kara B. Jenny
Title: Chief Financial Officer
EXHIBIT INDEX
10.1 Amended and Restated Employment Agreement, dated December 1, 2008, by and
between Bluefly, Inc. and Barry Erdos.