As filed with the Securities and Exchange Commission on July 16, 2001
Registration No. 333-76079
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BLUEFLY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3612110
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
42 WEST 39TH STREET 10018
NEW YORK, NEW YORK (Zip Code)
(Address of Principal
Executive Offices)
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BLUEFLY, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
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E. KENNETH SEIFF RICHARD A. GOLDBERG, ESQ.
PRESIDENT AND 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
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED TO BE REGISTERED PER SHARE PRICE FEE
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Common Stock, par value
$.01 per share N/A N/A N/A N/A
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EXPLANATORY NOTES
This Amendment No.3 to Registration Statement on Form S-8 is being filed to
amend the Registration Statement on Form S-8 (as amended to date, the
"Registration Statement") (File No. 333-76079) filed with the Securities and
Exchange Commission on April 12, 1999, by filing as an exhibit thereto the
consent of the Registrant's independent auditors to the filing with the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 of
the independent auditor's report on the Registrant's financial statements for
the year ended December 31, 2000. The contents of the Registration Statement are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Item 8 of the Registration Statement is hereby amended and restated in its
entirety as follows:
The following exhibits are filed as part of this Registration Statement:
Exhibit Number. Description.
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4.1* Bluefly, Inc. 1997 Stock Option Plan, as amended to date
(incorporated by reference to Exhibit 10.2 to the
Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999 (File No. 333-22895)).
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).
23.3 Consent of Pricewaterhouse Coopers, LLP
*Previously filed
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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. 3 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 16th day of
July, 2001.
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
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E. Kenneth Seiff
President, Chief Executive Officer and Director
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EXHIBIT INDEX
Exhibit Number Description
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4.1* Bluefly, Inc. 1997 Stock Option Plan, as amended to date
(incorporated by reference to Exhibit 10.2 to the
Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999 (File No. 333-22895)).
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).
23.3 Consent of Pricewaterhouse Coopers LLP.
*Previously filed.
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