SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)*1
BLUEFLY, INC.
-------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
------------------------------------------------
(Title of Class of Securities)
096227103
----------------------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 2001
------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 15 Pages
Exhibit Index: Page 13
-------------------------
1 Initial filing for SFM Domestic Investments LLC
SCHEDULE 13D
CUSIP NO. 096227103 Page 2 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 12,777,879**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,777,879**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,777,879**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
72.18%**
14 Type of Reporting Person*
OO; IV
** As explained in Item 6, this number does not include certain shares which
the Reporting Person may acquire as a result of an offering of common stock
of the Issuer, conducted pursuant to the Investment Agreement discussed in
Item 6. See Item 6 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 096227103 Page 3 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 12,777,879**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,777,879**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,777,879**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
72.18%**
14 Type of Reporting Person*
PN; IA
** As explained in Item 6, this number does not include certain shares which
the Reporting Person may acquire as a result of an offering of common stock
of the Issuer, conducted pursuant to the Investment Agreement discussed in
Item 6. See Item 6 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 096227103 Page 4 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 12,777,879**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,777,879**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,777,879**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
72.18%**
14 Type of Reporting Person*
CO
** As explained in Item 6, this number does not include certain shares which
the Reporting Person may acquire as a result of an offering of common stock
of the Issuer, conducted pursuant to the Investment Agreement discussed in
Item 6. See Item 6 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 096227103 Page 5 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 12,777,879**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,777,879**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,777,879**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
72.18%**
14 Type of Reporting Person*
OO; IA
** As explained in Item 6, this number does not include certain shares which
the Reporting Person may acquire as a result of an offering of common stock
of the Issuer, conducted pursuant to the Investment Agreement discussed in
Item 6. See Item 6 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 096227103 Page 6 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SFM DOMESTIC INVESTMENTS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 418,159**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 418,159**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
418,159**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
7.83%**
14 Type of Reporting Person*
OO
** As explained in Item 6, this number does not include certain shares which
the Reporting Person may acquire as a result of an offering of common stock
of the Issuer, conducted pursuant to the Investment Agreement discussed in
Item 6. See Item 6 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP NO. 096227103 Page 7 of 15 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 13,196,038**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 13,196,038**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,196,038**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
72.82%**
14 Type of Reporting Person*
IA
** As explained in Item 6, this number does not include certain shares which
the Reporting Person may acquire as a result of an offering of common stock
of the Issuer, conducted pursuant to the Investment Agreement discussed in
Item 6. See Item 6 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 15 Pages
This Amendment No. 8 to Schedule 13D relates to shares of
Common Stock, $0.01 par value per share (the "Shares"), of Bluefly, Inc. (the
"Issuer"). This Amendment No. 8 supplementally amends the initial statement on
Schedule 13D, dated August 6, 1999, and all amendments thereto (collectively,
the "Initial Statement"), filed by the Reporting Persons (as defined herein).
This Amendment No. 8 is being filed by the Reporting Persons to report that the
conditions provided for in the Investment Agreement (as described herein) have
been satisfied, and as a result QIP (as defined herein) and SFM Domestic
Investments (as defined herein) have acquired additional Shares of the Issuer as
described herein. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) Soros Fund Management LLC ("SFM LLC");
(v) SFM Domestic Investments LLC ("SFM Domestic
Investments"); and
(vi) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of
QIP and SFM Domestic Investments.
SFM Domestic Investments is a Delaware limited liability
company with its principal address at 888 Seventh Avenue, 33rd Floor, New York,
New York 10106. The principal business of SFM Domestic Investments is investment
in securities. Mr. Soros is the sole managing member of SFM Domestic Investments
and in such capacity may be deemed to be the beneficial owner of the securities
held for the account of SFM Domestic Investments.
During the past five years, none of the Reporting Persons,
and, to the best of the Reporting Persons knowledge, no other person identified
in response to this Item 2 has been (a) convicted in a criminal proceeding or
(b) a party to any civil proceeding as a result of which it or he has been
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On February 5, 2001, after satisfaction of the conditions set
forth in the Investment Agreement, QIP and SFM Domestic Investments acquired a
total of 8,889,414 shares of Series B Preferred Stock as a result of the
automatic conversion of the subordinated convertible notes held by them. No
additional funds were expended to purchase the Shares as reported herein as
being acquired since December 14, 2000 (60 days prior to the date hereof).
Page 9 of 15 Pages
Item 4. Purpose of Transaction
The information set forth in Item 6 hereof is hereby
incorporated by reference into this Item 4.
David Wassong ("Mr. Wassong"), an employee of Soros Private
Funds Management LLC, an affiliate of SFM LLC, and a non managing member of SFM
Domestic Investments, was elected a director of the Issuer effective February 5,
2001. As a director of the Issuer, Mr. Wassong may have influence over the
corporate activities of the Issuer, including activities which may relate to
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be
deemed the beneficial owner of 12,777,879 Shares (approximately 72.18% of the
total number of Shares outstanding assuming the exercise and conversion of all
of the securities held for the account of QIP). This number consists of A)
3,806,923 Shares issuable upon the conversion of 454,410 shares of Series A
Preferred Stock, (B) 8,607,843 Shares issuable upon the conversion of 8,607,843
shares of Series B Preferred Stock and C) 363,113 Shares issuable upon the
exercise of warrants held for the account of QIP.
(ii) SFM Domestic Investments may be deemed the beneficial
owner of 418,159 Shares (approximately 7.83% of the total number of Shares
outstanding assuming the exercise and conversion of all the securities held for
its account.) This number consists of A) 124,701 Shares issuable upon the
conversion of 5,590 shares of Series A Preferred Stock held for its account, B)
281,571 Shares issuable upon the conversion of 281,571 shares of Series B
Preferred Stock held for its account and C) 11,887 Shares issuable upon the
exercise of warrants held for its account.
(iii) Mr. Soros may be deemed the beneficial owner of
13,196,038 Shares (approximately 72.82% of the total number of Shares
outstanding assuming the exercise and conversion of all of the securities held
for the accounts of QIP and SFM Domestic Investments). This number consists of
A) 3,806,923 Shares issuable upon the conversion of 454,410 shares of Series A
Preferred Stock held for the account of QIP, B) 8,607,843 Shares issuable upon
the conversion of 8,607,843 shares of Series B Preferred Stock held for the
account of QIP, C) 363,113 Shares issuable upon the exercise of warrants held
for the account of QIP, D) 124,701 Shares issuable upon the conversion of the
5,590 shares of Series A Preferred Stock held for the account of SFM Domestic
Investments, E) 281,571 Shares issuable upon the conversion of 281,571 shares of
Series B Preferred Stock held for the account of SFM Domestic Investments and F)
11,887 Shares issuable upon the exercise of warrants held for the account of SFM
Domestic Investments.
(b)(i) Each of QIP, QIHMI, QIH Management and SFM LLC (by
virtue of the QIP contract) may be deemed to have the sole power to direct the
voting and disposition of the 12,777,879 Shares held for the account of QIP
(assuming the conversion of all the Series A Preferred Stock and the Series B
Preferred Stock, and the exercise of all warrants held for the account of QIP.)
(ii) SFM Domestic Investments may be deemed to have the sole
power to direct the voting and disposition of the 418,159 Shares held for its
account (assuming the conversion of all the Series A Preferred Stock and the
Series B Preferred Stock, and the exercise of all warrants held for its
account.)
(iii) Mr. Soros (as a result of his position with SFM LLC and
in his capacity as the sole managing member of SFM Domestic Investments) may be
deemed to have the sole power to direct the voting and disposition of 13,196,038
Shares held for the accounts of QIP and SFM Domestic Investments. This number
consists of A) 12,777,879 Shares held for the account of QIP (assuming the
conversion of all the Series A Preferred Stock and the Series B Preferred Stock,
and the exercise of all warrants held for the account of QIP) and B) 418,159
Shares held for the account of SFM Domestic Investments (assuming the conversion
of all the Series A Preferred Stock and the Series B Preferred Stock, and the
exercise of all the warrants held for the account of SFM Domestic Investments).
Page 10 of 15 Pages
(c) Except for the transactions described in Item 6 below,
there have been no transactions effected with respect to the Shares since
December 14, 2000 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d)(i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sales of, the securities held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) Certain members of SFM Domestic Investments have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the securities held for the account of SFM Domestic Investments.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On November 13, 2000, QIP and SFM Domestic Investments entered
into an Investment Agreement with the Issuer (a copy of which was previously
filed as Exhibit LL to Schedule 13D Amendment No. 7 and is incorporated by
reference in response to this Item 6). The Investment Agreement provides that
upon satisfaction of certain conditions (i) the Issuer will reincorporate as a
Delaware corporation; (ii) the principal and accrued but unpaid interest on all
the subordinated convertible notes held by QIP and SFM Domestic Investments
(copies of the notes were previously filed as Exhibits MM to PP to Schedule 13D
Amendment No. 7 and are incorporated by reference in response to this Item 6)
will convert into shares of Series B Preferred Stock of the new Delaware
corporation at a rate of $2.34 per share; and (iii) the terms of the Series A
Preferred Stock will be amended to lower the conversion price from $10.50 to
$2.34 per share. These conditions include shareholder approval of: the
reincorporation, the issuance of at least 8,547,009 shares of Series B Preferred
Stock to QIP and SFM Domestic Investments, and the amendment of the terms of the
Series A Preferred Stock. All of such conditions were fulfilled by February 5,
2001.
As a result, on February 5, 2001, the subordinated convertible
notes held by QIP and SFM Domestic Investments were automatically converted into
an aggregate of 8,889,414 shares of Series B Preferred Stock of the Issuer.
Simultaneously, QIP and SFM Domestic Investments sold 21,638 shares of Series B
Preferred Stock in a privately negotiated transaction at a price of $2.34 per
share. At the same time, the terms of the Series A Preferred Stock were amended
to lower the conversion price and delete the provision which provides for
adjustment to the conversion price if the Issuer issues Shares at a price below
the then effective conversion price. With the issuance of the Series B Preferred
Stock, QIP and SFM Domestic Investments hold in the aggregate 72.82% of the
outstanding Shares (assuming the conversion of all the Series A Preferred Stock,
Series B Preferred Stock and warrants to acquire the Shares held by such
entities). In addition, as a result of their ownership of a majority of the
shares of the Series A Preferred Stock and Series B Preferred Stock, QIP and SFM
Domestic Investments have the right to elect two directors to the Board of
Directors of the Issuer, each of which has seven votes on matters that come
before the Board of Directors. Together these directors are entitled to cast 14
out of the aggregate 19 votes entitled to be cast on any matter before the Board
of Directors. Therefore, QIP and SFM Domestic Investments may have the ability
to propose or implement some or all of the events listed in Item 4(a)-(j) of
Schedule 13D.
In addition, pursuant to the Investment Agreement the Issuer
is obligated to undertake a rights offering of $20,000,000 of the Shares to all
holders of common stock at a price per share of $2.34. QIP and SFM Domestic
Investments have agreed to purchase that portion of the Shares which are not
purchased by Issuer's stockholders in the offering. The total dollar amount of
Shares to be purchased by QIP and SFM Domestic Investments at $2.34 per share
will be equal to the difference between $20,000,000 and the amount purchased by
Page 11 of 15 Pages
Issuer's stockholders, but in no event will QIP and SFM Domestic Investments
purchase more than $10,000,000 in the aggregate. Depending on the number of
Shares acquired pursuant to this Standby Commitment, QIP and SFM Domestic
Investments would be the beneficial owners of between 49.5% and 78.0% of the
outstanding Shares (assuming the conversion of all the Series A Preferred Stock,
Series B Preferred Stock and warrants to acquire the Shares held by such
entities).
Pursuant to the Certificate of Incorporation of Issuer (a copy
of which is incorporated by reference hereto as Exhibit RR and incorporated
herein by reference in response to this Item 6), the holders of Series A
Preferred Stock and Series B Preferred Stock are entitled to a dividend of 8%
per annum ,upon the occurrence of certain events,and a preference on
liquidation. The liquidation preference on the Series A Preferred Stock is equal
to $20 a share plus accrued but unpaid dividends and the liquidation preference
on the Series B Preferred Stock is equal to $2.34 per share plus accrued but
unpaid dividends plus the amount that QIP and SFM Domestic Investments has
invested in the Issuer pursuant to the Investment Agreement. The Series B
Preferred Stock is convertible into the Shares on a one-for-one basis, subject
to standard anti-dilution provisions.
The foregoing description of the Investment Agreement and the
Certificate of Incorporation do not purport to be complete and are qualified in
their entirety by the terms of each such document which are incorporated herein
by reference.
Except as set forth herein, the Reporting Persons do not have
any contracts, arrange-ments, understandings or relationships with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
Page 12 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: February 12, 2001 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: February 12, 2001 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Secretary
Date: February 12, 2001 QIH MANAGEMENT, INC.
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Secretary
Date: February 12, 2001 SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: February 12, 2001 SFM DOMESTIC INVESTMENTS LLC
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: February 12, 2001 GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Page 13 of 15 Pages
EXHIBIT INDEX
QQ. Joint Filing Agreement dated as of February 12,
2001 by, and among Quantum Industrial Partners LDC,
QIH Management Investor, L.P., QIH Management, Inc.,
Soros Fund Management LLC, SFM Domestic Investments LLC,
and Mr. George Soros..........................................14
RR. Certificate of Incorporation of Bluefly, Inc. filed
with the Delaware Secretary of State on February 2, 2001/2
--------------------------------
2 A form of which was filed as Exhibit C to the Investment Agreement dated as
of November 13, 2000, by, and among Bluefly, Inc., Bluefly Merger Sub,
Inc., Quantum Industrial Partners LDC and SFM Domestic Investments LLC
which was filed as Exhibit 10.23 to Issuer's Form 10Q for the quarterly
period ended September 30, 2000.