Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 10-K / A
(Amendment No. 1)

[ X ]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
OR
 
[    ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from_________ to __________

Commission File Number 000-24821
BLUEFLY, INC.
(Name of registrant as specified in its charter)
     
Delaware
  
13-3612110
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer Identification Number)
     
42 West 39th Street, New York, NY
  
10018
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number: (212) 944-8000

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Common stock, par value $.01 per share
  
Name of Exchange on Which Registered
The Nasdaq Stock Market LLC

Securities registered under Section 12(g) of the Exchange Act:   None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes [  ]     No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes [  ]     No [X]

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]        No [   ]

Indicate by check mark whether disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [X]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company.  See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 

Large accelerated filer [  ]
Accelerated filer    [  ]
Non-accelerated filer [   ]
Smaller reporting company  [ X ]
   
(Do not check if a smaller reporting company)
  

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes [  ]     No [X]

As of February 27, 2009, there were 13,831,950 shares of Common Stock, $.01 par value, of the registrant outstanding.  The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2008, based upon the last sale price of such equity reported on the Nasdaq Capital Market, was approximately $8.3 million.

DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III of Form 10-K is incorporated by reference to the Registrant’s proxy statement for the 2009 Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission.


 
 
 


EXPLANATORY NOTE
 
This Amendment No. 1 to the annual report on Form 10-K of Bluefly, Inc. (the “Company”) for the year ended December 31, 2008, originally filed on March 5, 2009, is being filed to correct a typographical error in the listing on the cover page of the number of shares of Common Stock outstanding as of February 27, 2009.  The correct number of shares outstanding as of such date is 13,831,950, as indicated on the cover page of this Amendment No. 1.
 
This Amendment No. 1 does not reflect events occurring after March 5, 2009 and does not update or modify in any way the results of operations, financial position, cash flows or other disclosures in the Company’s Form 10-K filed on March 5, 2009.
 
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 to the Company’s Form 10-K under Item 15 of Part IV.
 

 
INDEX
 
       
Page
  
Part IV.
Item 15.
  
Exhibits and Financial Statement Schedules
  
3
  
 
Signatures
  
4
  

 

 
2
 

PART IV.
 

 
 
Item 15.  Exhibits and Financial Statement Schedules
 

 
 
(a) (3)
Exhibits:
 
 
Exhibit No.
Description
 
31.1
Certification Pursuant to Rule 13a-14(a)/15d-14(a).
 
 
31.2
Certification Pursuant to Rule 13a-14(a)/15d-14(a).
 
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
3
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


BLUEFLY, INC.
 

By  /s/ Melissa Payner-Gregor    
Melissa Payner-Gregor
Chief Executive Officer

March 10, 2009

 
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