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): April 17, 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 of (Commission File Number) (I.R.S. Employer
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))
Section 3 - Securities and Trading Markets
Item 3.01. Notice of Listing or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 22, 2008, Bluefly, Inc. (the "Company") announced that it had
regained compliance with all Nasdaq listing requirements.
The Company had previously announced that it was not in compliance with the
$1.00 minimum per share requirement for continued listing as set forth in
Marketplace Rule 4310(c)(4), and had been granted an extension by the Nasdaq
Listing Qualifications Panel to regain compliance. Because the Company's Common
Stock closed at a price above $1.00 or more for ten consecutive trading days, it
regained compliance with such rule as of April 17, 2008.
In addition, on April 16, 2008, the Company received a letter from the
Nasdaq Staff stating that it had determined that the Company had failed to
comply with the shareholder approval rules set forth in Marketplace Rule
4350(i)(1)(A) because certain warrants issued to stockholders of the Company who
have representation on the Board of Directors had originally been issued with an
exercise price based on the twenty-day trailing average stock price, which was
lower than the closing price of the Company's Common Stock on the day prior to
issuance. While the warrants had been issued in consideration for the financing
commitment provided by these shareholders, Nasdaq advised that they could be
deemed equity compensation to affiliated parties and therefore subject to Nasdaq
rules requiring shareholder approval of below-market issuances. Notwithstanding
this, the Nasdaq Staff determined that the Company had regained compliance with
such rule by amending the warrants to increase the exercise price.
Accordingly, the Company believes that it has now resolved all outstanding
issues regarding Nasdaq listing requirements.
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: April 22, 2008
BLUEFLY, INC.
By: /s/ Kara B. Jenny
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Name: Kara B. Jenny
Title: Chief Financial Officer