UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BLUEFLY, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
096227103
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(CUSIP Number)
Maverick Capital, Ltd.
Attention: General Counsel
300 Crescent Court, 18th Floor
Dallas, Texas 75201
(214) 880-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 26, 2008
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(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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-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 ("Act") 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)
SCHEDULE 13D
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CUSIP No. 096227103 Page 2 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
Maverick Capital, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
75-2482446
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ] (b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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| 7 | SOLE VOTING POWER
| |
| | 30,584,276*
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NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY ----------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
PERSON WITH | | 30,584,276*
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| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,584,276*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 096227103 Page 3 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
Maverick Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
75-2686461
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ] (b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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| 7 | SOLE VOTING POWER
| |
| | 30,584,276*
----------------------------------------------------------
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY ----------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
PERSON WITH | | 30,584,276*
----------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,584,276*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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CUSIP No. 096227103 Page 4 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
Lee S. Ainslie III
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ] (b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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| 7 | SOLE VOTING POWER
| |
| | 30,584,276*
----------------------------------------------------------
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | | 0
OWNED BY ----------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | |
PERSON WITH | | 30,584,276*
----------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,584,276*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 096227103 PAGE 5 OF 12 PAGES
Item 1. Security and Issuer.
This Amendment No. 1 amends the Schedule 13D filed on June
15, 2006 (this "Amendment") and relates to the Common Stock, par value $0.01 per
share (the "Shares"), of Bluefly, Inc. (the "Issuer"), a Delaware corporation
with its principal executive offices located at 42 West 39th Street, 9th Floor,
New York, New York 10018.
Item 2. Identity and Background.
(a) This Amendment is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Maverick Capital, Ltd. ("Maverick Capital"),
a limited partnership organized under the
laws of Texas;
(ii) Maverick Capital Management, LLC
("Maverick"), a limited liability company
organized under the laws of Texas; and
(iii) Lee S. Ainslie III ("Mr. Ainslie"), a
natural person.
(b) - (c) The Reporting Persons
Maverick Capital is a registered investment adviser under
the Investment Advisers Act of 1940, as amended that acts as investment manager
of portfolio funds which hold Shares of the Issuer, as more particularly
described in Item 6 below. Maverick Capital has its principal offices at 300
Crescent Court, 18th Floor, Dallas, Texas 75201.
Maverick's principal business purpose is to serve as general
partner of Maverick Capital. Maverick has its principal offices at 300 Crescent
Court, 18th Floor, Dallas, Texas 75201.
Mr. Ainslie is the manager of Maverick who is granted sole
investment discretion pursuant to Maverick's limited liability company
regulations. Mr. Ainslie has his principal office at 767 Fifth Avenue, 11th
Floor, New York, New York 10153.
(d) - (e) During the past five years, to the best of the
Reporting Persons' knowledge, none of the Reporting Persons have been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws on finding any violation with respect to such laws.
(f) Mr. Ainslie is a citizen of the United
States.
CUSIP NO. 096227103 PAGE 6 OF 12 PAGES
Item 3. Source and Amount of Funds or Other Considerations.
On March 26, 2008, Maverick Capital, pursuant to the
respective investment management agreements with Maverick Fund USA, Ltd. ("Fund
USA"), Maverick Fund, L.D.C. ("Fund LDC") and Maverick Fund II, Ltd. ("Fund II"
and together with Fund USA and Fund LDC, the "Portfolio Funds"), as more
particularly referred to in Item 6 below, and on behalf of the Portfolio Funds
entered into a Standby Commitment Agreement in relation to Three Million Dollars
of debt financing ($3,000,000) (the "Commitment Amount"), by and among the
Issuer, the Portfolio Funds and certain other investors (the "Commitment
Agreement"), pursuant to which the Portfolio Funds acquired warrants granting to
the Portfolio Funds the right to subscribe for and purchase an aggregate of
197,979 Common Shares of the Issuer at a exercise price of $0.44 per Share.
Each of the Portfolio Funds will use its own working capital to fund its portion
of the purchase price for shares acquired pursuant to the warrants.
Item 4. Purpose of Transaction.
The information set forth in Item 6 hereof is hereby
incorporated by reference into this Item 4.
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.
CUSIP NO. 096227103 PAGE 7 OF 12 PAGES
Item 5. Interest in Securities of the Issuer.
(a) - (b) According to information filed by the Issuer with
the Securities and Exchange Commission (the "SEC") on its most recent Form 10-Q
for the quarterly period ended September 30, 2007, the number of Shares
outstanding was 132,442,231 as of November 9, 2007. The Reporting Persons may be
deemed directly or indirectly, including by reason of their mutual affiliation,
to be the beneficial owners of 30,584,276 Shares. Such Shares constitute
approximately 23.1% of the issued and outstanding Shares. Maverick is the
general partner of Maverick Capital, and pursuant to the terms of Maverick's
limited liability company regulations, Mr. Ainslie was appointed as manager of
Maverick with sole investment discretion. As a result, Mr. Ainslie, directly and
indirectly through Maverick Capital and Maverick, has the sole power to direct
the vote and to direct the disposition of the 30,584,276 Shares.
(c) Except as disclosed in Item 3, none of the Reporting
Persons has effected any transaction in the Shares during the past sixty days.
(d) To the best knowledge of the Reporting Persons, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares beneficially owned by the
Reporting Persons.
(e) Not applicable.
CUSIP NO. 096227103 PAGE 8 OF 12 PAGES
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On March 26, 2008, the Issuer entered into a Standby
Commitment Agreement (the "Standby Commitment") with the Portfolio Funds, QIP,
and SFM Domestic Investments(a copy of which is incorporated by reference hereto
as Exhibit A and incorporated herein by reference in response to this Item 6)
pursuant to which the Portfolio Funds, QIP, and SFM Domestic Investments agreed,
on a several and not joint basis, to provide the Issuer with debt financing of
up to an aggregate of $3 million (the "Commitment Amount") on a standby basis
which, subject to certain conditions, the Issuer may draw upon at any time prior
to March 26, 2009. Pursuant to the Standby Commitment, Maverick USA committed to
fund 7.186% of the Commitment Amount, Maverick LDC committed to fund 16.300% of
the Commitment Amount, and Maverick II committed to fund 14.224% of the
Commitment Amount.
Any and all draws against the Commitment Amount will be made
pursuant to a Note Purchase Agreement (the form of which is incorporated by
reference hereto as Exhibit B and is incorporated herein by reference in
response to this Item 6) and will be evidenced by one or more Convertible
Promissory Notes (the "Notes") (the form of which is incorporated by reference
hereto as Exhibit C and is incorporated herein by reference in response to this
Item 6). The Notes will be convertible (subject to shareholder approval to the
extent required by the rules of the Nasdaq Capital Market or any other national
securities exchange or quotation system upon which the Common Stock may be
listed from time to time), at the option of the holders, into either (i) Shares
at a conversion price equal to the twenty-day trailing average closing price of
the Shares as of the date the Note is issued or (ii) equity securities sold by
the Issuer in subsequent rounds of financing for cash at a conversion price
based upon the lowest price per share paid by any investor in such subsequent
round of financing. Pursuant to the Note Purchase Agreement, the Issuer agrees
to take all action necessary to obtain any shareholder approval required under
the rules of the Nasdaq Capital Market or any other national securities exchange
or quotation system upon which the Common Stock may be listed from time to time,
in order for the Portfolio Funds to exercise in full the conversion rights
pursuant to the note.
CUSIP NO. 096227103 PAGE 9 OF 12 PAGES
In consideration for the Standby Commitment, the Issuer
issued: (i) a warrant to QIP granting QIP the right to subscribe for and
purchase 316,659 Shares ("Warrant No.1"), (ii) a warrant to SFM Domestic
Investments granting SFM Domestic Investments the right to subscribe for and
purchase 10,364 Shares ("Warrant No.2"), (iii) a warrant to Maverick USA
granting Maverick USA the right to subscribe for and purchase 37,725 Shares
("Warrant No.3"), (iv) a warrant to Maverick LDC granting Maverick LDC the right
to subscribe for and purchase 85,577 Shares ("Warrant No.4") and (v) a warrant
to Maverick II granting Maverick II the right to subscribe for and purchase
74,677 Shares ("Warrant No.5", hereinafter, along with Warrant No.1, Warrant
No.2, Warrant No.3 and Warrant No.4, collectively, the "Standby Commitment
Warrants"). Copies of the forms of Warrant No.3, Warrant No.4, and Warrant No. 5
are incorporated by reference hereto as Exhibits E, F, and G, respectively, and
are each incorporated herein by reference in response to this Item 6. The
exercise price of the Standby Commitment Warrants is $0.44, which is equal to
the twenty-day trailing average closing price of the Shares on March 26, 2008.
The Standby Commitment Warrants are exercisable for five years beginning on
March 26, 2008.
The foregoing descriptions of the Standby Commitment, the
Note Purchase Agreement, the Notes and the Standby Commitment Warrants
(collectively, the "Commitment Documents") 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, arrangements, understandings or relationships with respect
to any securities of the Issuer.
CUSIP NO. 096227103 PAGE 10 OF 12 PAGES
Item 7. Materials to be Filed as Exhibits.
The information set forth in the Exhibit Index is
incorporated herein by reference.
CUSIP NO. 096227103 PAGE 11 OF 12 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment is true, complete and correct.
Dated: March 28, 2008
MAVERICK CAPITAL, LTD.
By: Maverick Capital Management, LLC,
its General Partner
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
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John T. McCafferty
Under Power of Attorney dated
February 13, 2003
MAVERICK CAPITAL MANAGEMENT, LLC
By: Lee S. Ainslie III, Manager
By: /s/ John T. McCafferty
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John T. McCafferty
Under Power of Attorney dated
February 13, 2003
LEE S. AINSLIE III
By: /s/ John T. McCafferty
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John T. McCafferty
Under Power of Attorney dated
February 13, 2003
CUSIP NO. 096227103 PAGE 12 OF 12 PAGES
EXHIBIT INDEX
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A. Standby Commitment Agreement, dated as of March 26, 2008, by and among
Quantum Industrial Partners LDC, SFM Domestic Investments LLC, Maverick Fund
USA, Ltd., Maverick Fund, L.D.C., and Maverick Fund II, Ltd.
B. Note Purchase Agreement
C. Convertible Promissory Notes
D. Power of Attorney, dated as of February 13, 2003, granted by Mr. Ainslie in
favor of John T. McCafferty.(1)
E. Warrant To Maverick Fund USA, Ltd.
F. Warrant to Maverick Fund, L.D.C.
G. Warrant to Maverick Fund II, Ltd.
(1) Incorporated by reference to Maverick Capital's Schedule 13G filed with
SEC on February 14, 2003.