As filed with the Securities and Exchange Commission on April 28, 2003
Registration No. 333-53340
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
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
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value N/A N/A N/A N/A
$.01 per share
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EXPLANATORY NOTES
This Amendment No.2 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. 333-53340) filed with the Securities and
Exchange Commission on January 8, 2001, by filing as exhibits thereto the
consents of the Registrant's independent auditors to the filing with the
Registrant's Annual Reports on Form 10-K for the years ended December 31, 2002
and 2001 of the independent auditor's report on the Registrant's financial
statements for such years. 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.
--------------- ------------
4.1* Bluefly, Inc. 2000 Stock Option Plan, as amended to date
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
23.4 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. 2 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
28th day of April, 2003.
BLUEFLY, INC.
By: /s/ E. Kenneth Seiff
-------------------------------------
E. Kenneth Seiff
President, Chief Executive Officer
and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints E. Kenneth Seiff and Patrick C.
Barry and each of them (with full power of substitution and resubstitution for
him and on his behalf, and in his name, place and stead, in any and all
capacities to execute and sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or any of them or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the Registrant hereby
confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on this 28th day of April, 2003:
Signature Titles
--------- ------
/s/ E. Kenneth Seiff President, Chief Executive Officer and Director
------------------------ (Principal Executive Officer)
E. Kenneth Seiff
/s/ Patrick C. Barry Chief Operating Officer and Chief Financial Officer
------------------------ (Principal Financial and Accounting Officer)
Patrick C. Barry
/s/ Josephine R. Esquivel Director
------------------------
Josephine R. Esquivel
/s/ Martin Miller Director
------------------------
Martin Miller
/s/ Robert G. Stevens Director
------------------------
Robert G. Stevens
/s/ Neal Moszkowski Director
------------------------
Neal Moszkowski
/s/ Alan Kane Director
------------------------
Alan Kane
/s/ David Wassong Director
------------------------
David Wassong
EXHIBIT INDEX
Exhibit Number. Description.
--------------- ------------
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
23.4 Consent of Pricewaterhouse Coopers, LLP
*Previously filed