Current Report Filing (8-k)
06 April 2013 - 3:51AM
Edgar (US Regulatory)
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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): April 2, 2013
BLUEFLY, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
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001-14498 |
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13-3612110 |
(State or other jurisdiction
of incorporation) |
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(Commission file
number) |
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(I.R.S. Employer
Identification No.) |
42 West 39th Street, New York, New York |
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10018 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (212) 944-8000
N/A
(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:
| o | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 Compensatory Arrangements of Certain Officers.
(e) As previously disclosed, Bluefly, Inc. (the "Company")
is currently in active discussions regarding bridge financing and the evaluation of strategic alternatives under the direction
of a special committee consisting of independent members of the Board, together with the assistance of an independent financial
advisor. The Company believes that any such transactions are likely to be substantially dilutive in share price to existing
shareholders. The inability of the Company to consummate the transactions currently under discussion or an alternative transaction,
could have a material adverse effect on the operations of the Company.
On April 2, 2013, the special committee approved a bonus arrangement
for Joseph Park, the Company’s Chief Executive Officer, that had been recommended by the Company’s compensation committee.
The bonus arrangement is intended to incentivize Mr. Park to secure the best possible price in any sale of the Company. Under the
arrangement, Mr. Park will receive five per cent of the net proceeds, which would otherwise have been payable to the shareholders
of the Company, of any transaction constituting a sale of the Company approved by the Board. The special committee reserved the
right to make any determinations requiring the interpretation of the incentive, in its sole discretion.
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.
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BLUEFLY, INC. |
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(Registrant) |
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Date: April 5, 2013 |
By: |
/s/ James Gallagher |
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Name: |
James Gallagher |
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Title: |
Chief Financial Officer |
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