As filed with the Securities and Exchange Commission on July 16, 2001
Registration No. 333-53340
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
42 WEST 39TH STREET
NEW YORK, NEW YORK 10018
(Address of Principal Executive Offices) (Zip Code)
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BLUEFLY, INC. 2000 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.1 to Registration Statement on Form S-8 is being
filed to amend the Registration Statement on Form S-8 (the "Registration
Statement") (File No. 333-53340) filed with the Securities and Exchange
Commission on January 8, 2001, 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.
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. 2000 Stock Option Plan.
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
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. 1 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
EXHIBIT INDEX
Exhibit Number Description
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4.1* Bluefly, Inc. 2000 Stock Option Plan.
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.