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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Bluefly, Inc.
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(Name of Company)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
096227103
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(CUSIP Number of Class of Securities)
Mathew Hoffman, Esq. Eleazer Klein, Esq.
Prentice Capital Management, LP Schulte Roth & Zabel LLP
623 Fifth Avenue, 32nd Floor 919 Third Avenue
New York, NY 10022 New York, NY 10022
(212) 756-8040 (212) 756-2376
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 2006
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(Date of Event which Requires
Filing of this Schedule)
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 of ss.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 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).
SCHEDULE 13D
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CUSIP No. 096227103 Page 2 of 16 Pages
----------------------------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prentice Capital Management, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[X}
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 30,386,297
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,386,297
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
30,386,297
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
23.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 3 of 16 Pages
----------------------------------------- --------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Zimmerman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[X}
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 30,386,297
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,386,297
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
30,386,297
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
23.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
SCHEDULE 13D
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CUSIP No. 096227103 Page 4 of 16 Pages
----------------------------------------- --------------------
This Schedule 13D is being filed by Prentice Capital Management, LP
("Prentice Capital Management") and Michael Zimmerman ("Mr. Zimmerman" and,
together with Prentice Capital Management, the "Reporting Persons"), relating to
the Common Stock, par value $0.01 per share, of Bluefly, Inc., a Delaware
corporation (the "Company"). Unless the context otherwise requires, references
herein to the "Shares" are to the Common Stock of the Company.
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act. Each of Prentice Capital Management and Mr. Zimmerman disclaims beneficial
ownership of all of the Shares reported in this Schedule 13D.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value $0.01
per share, of the Company. The Company's principal executive office is located
at 42 West 39th Street, New York, NY 10018.
Item 2. Identity and Background.
(a) This statement is filed on behalf of Prentice Capital Management and
Mr. Zimmerman.
(b) The address of the principal business office of Prentice Capital
Management and Mr. Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New York
10022.
(c) The principal business of Prentice Capital Management is to serve as
investment manager to investment funds (including Prentice Capital Partners, LP,
Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd. Prentice
Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and
Prentice Special Opportunities Master, L.P.) and manage investments for certain
entities in managed accounts with respect to which it has voting and dispositive
authority over Shares reported in this Schedule 13D. The principal business of
Mr. Zimmerman is to act as the Managing Member of (i) Prentice Management GP,
LLC, the general partner of Prentice Capital Management, (ii) Prentice Capital
GP, LLC, the general partner of certain investment funds and (iii) Prentice
Capital GP II, LLC, the managing member of Prentice Capital GP II, LP, which is
the general partner of certain other investment funds. As such, he may be deemed
to control Prentice Capital Management and the investment funds and managed
accounts and therefore may be deemed to be the beneficial owner of the Shares
reported in this Schedule 13D.
(d) Neither of the Reporting Persons nor any of Prentice Capital
Management's executive officers or members has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
SCHEDULE 13D
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CUSIP No. 096227103 Page 5 of 16 Pages
----------------------------------------- --------------------
(e) Neither of the Reporting Persons nor any of Prentice Capital
Management's executive officers or members has, during the last five years, been
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 or finding any
violation with respect to such laws.
(f) Prentice Capital Management is a Delaware limited partnership. Mr.
Zimmerman is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The 30,386,297 Shares reported in this Schedule 13D were acquired by
private investment funds and managed accounts for which Prentice Capital
Management and Mr. Zimmerman control the investing and trading in securities.
The aggregate purchase price for the 30,386,297 Shares was $24,916,763.54.
Prentice Capital Management and Mr. Zimmerman do not directly own any Shares.
The funds and managed accounts purchased the Shares with their investment
capital.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares for investment in the ordinary
course of business. The Reporting Persons purchased the Shares because of their
belief that the Company represents an attractive investment based on the
Company's business prospects and strategy. Except as otherwise set forth below,
the Reporting Persons reserve the right to acquire, or cause to be acquired,
additional securities of the Company, to dispose of, or cause to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Company 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. Under the Purchase Agreement (defined
below), the Prentice Parties (defined below) have the right to assign the
Purchase Agreement to any of their affiliates without the prior written consent
of any of the other parties to the Purchase Agreement.
Pursuant to a Purchase Agreement dated as of June 5, 2006 (the "Purchase
Agreement"), and a related letter agreement, the Company agreed to sell to
entities affiliated with the Reporting Persons (the "Prentice Parties"),
Maverick Fund USA, Ltd., Maverick Fund, L.D.C., and Maverick Fund II, Ltd.
(collectively, the "Maverick Parties"), 60,772,594 Shares at a price of $0.82
per share in a private placement (the "Private Placement"). The aggregate
purchase price was $49,833,527.08, half of which was paid by the Prentice
Parties and the other half of which was paid by the Maverick Parties. In
addition, certain holders of the Series D Convertible Preferred Stock exercised
preemptive rights to purchase their proportionate
SCHEDULE 13D
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CUSIP No. 096227103 Page 6 of 16 Pages
----------------------------------------- --------------------
percentage of the shares (203,016 Shares) issued in the Private Placement. The
closing of the Private Placement occurred on June 15, 2006 (the "Closing Date").
Pursuant to the Purchase Agreement, Quantum Industrial Partners LDC ("QIP")
and SFM Domestic Investments, LLC ("SFM" and, together with QIP, the "Soros
Parties") converted (the "Conversion") all of their outstanding Series A, Series
B, Series C, Series D, Series E and Series F Convertible Preferred Stock
(collectively, the "Preferred Stock") into shares of the Company's Common Stock
on the Closing Date.
The Purchase Agreement contains the agreement of the Prentice Parties, the
Soros Parties and the Maverick Parties that each will not, without the approval
of a majority of the independent directors of the Company (i) for a period of
three years from the Closing Date, purchase or acquire, or agree to purchase or
acquire, any shares of capital stock of the Company, subject to certain
exceptions, including exceptions for the (x) the purchase of shares pursuant to
their Right of First Refusal (as defined below) and, (y) after eighteen months
from the Closing Date, a purchase by the Prentice Parties or the Maverick
Parties of shares of capital stock up to a level which does not equal or exceed
the lesser of (A) 30% of the outstanding shares of Common Stock of the Company
at the time of such purchase, or (B) one share of Common Stock of the Company
less than the number of shares of Common Stock of the Company as is beneficially
owned by the Soros Parties at the time of such purchase; or a purchase by the
Soros Parties of shares of capital stock in an amount up to 15% of the
outstanding shares of Common Stock on the Closing Date, (ii) for a period of
five years from the Closing Date, except as provided in the Voting Agreement or
the Purchase Agreement, join a partnership, limited partnership, syndicate or
other group within the meaning of Section 13(d) of the Securities Exchange Act
of 1934, as amended, including a group consisting of the Prentice Parties and
the Maverick Parties for the purpose of acquiring, holding or voting any shares
of capital stock of the Company, or (iii) for a period of three years from the
Closing Date, seek to commence a proxy contest or other proxy solicitation for
the purposes of modifying the composition of the Board of Directors of the
Company (the "Board of Directors").
The Purchase Agreement further provides that, subject to certain limited
exceptions, the Prentice Parties, the Soros Parties and the Maverick Parties
will not, for a period of six (6) months after the Closing Date, sell, offer to
sell, solicit offers to buy, dispose of, loan, pledge or grant any right with
respect to, any shares of capital stock of the Company.
The Purchase Agreement also provides a right of first refusal (the "Right
of First Refusal") to the Prentice Parties, the Soros Parties and the Maverick
Parties to provide the financing in any private placement of the Company's
Common Stock that the Company seeks to consummate within one year of the Closing
Date. The Right of First Refusal is subject to certain maximum ownership
restrictions and certain other exceptions set forth in the Purchase Agreement.
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 7 of 16 Pages
----------------------------------------- --------------------
Under the terms of the Purchase Agreement, the Company has agreed to use
its commercially reasonable best efforts to (i) prepare and file with the
Commission a registration statement (the "Registration Statement") to register
the resale of the shares of Common Stock sold in the Private Placement within
120 days of the Closing Date and (ii) cause the Registration Statement to be
declared effective by the Commission within 180 days of the Closing Date. The
Company will be liable for certain penalties set forth in the Purchase Agreement
for the failure to meet such filing and effective date deadlines. The Prentice
Parties and the Maverick Parties also received certain "piggy-back" registration
rights covering the Common Stock purchased in the Private Placement.
The Prentice Parties have agreed to enter into a voting agreement (the
"Voting Agreement") with the Company, the Soros Parties and the Maverick Parties
on the Closing Date, whereby the Prentice Parties will have the right to
designate one designee to the Board of Directors, the Soros Parties will have
the right to designate three designees to the Board of Directors and the
Maverick Parties will have the right to designate one designee, in each case
subject to minimum ownership thresholds and subject to compliance with
applicable Nasdaq rules. The Voting Agreement will also provide that one
designee of the Prentice Parties, one designee of the Soros Parties and one
designee of the Maverick Parties will have the right to serve on the
Compensation Committee and the Governance and Nominating Committee of the Board
of Directors, subject to compliance with Nasdaq's rules regarding independent
directors serving on such committees, or Nasdaq's transitional rules, to the
extent applicable. If the Company establishes an Executive Committee, the
designees of the Prentice Parties, the Soros Parties and the Maverick Parties
will be entitled to also serve on such committee.
By virtue of the terms of the Voting Agreement, the Reporting Persons, the
Soros Parties and the Maverick Parties may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act. The Reporting Persons, the
Soros Parties and the Maverick Parties are not acting as a "group", and the
Reporting Persons disclaim beneficial ownership of, and any pecuniary interest
in, all of the Shares beneficially owned by the Soros Parties and the Maverick
Parties.
The foregoing descriptions of the Purchase Agreement and the Voting
Agreement 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 in
response to this Item 4 and which have been filed as exhibits to the Company's
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
June 7, 2006.
Item 5. Interest in Securities of the Company.
(a) Prentice Management may be deemed to beneficially own, in the
aggregate, 30,386,297 Shares, representing approximately 23.9% of the Company's
outstanding
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 8 of 16 Pages
----------------------------------------- --------------------
Common Stock (based upon the 127,081,364 Shares outstanding after the
consummation of the Private Placement). Mr. Zimmerman may be deemed to
beneficially own, in the aggregate, 30,386,297 Shares representing approximately
23.9% of the Company's outstanding Common Stock.
(b) Prentice Capital Management and Michael Zimmerman have shared voting
power with respect to 30,386,297 Shares.
(c) Except as described herein, during the last sixty days there were no
transactions in the Common Stock effected by the Reporting Persons.
(d) The limited partners or shareholders of the private investment funds
and the entities for which Prentice Capital Management and Mr. Zimmerman manages
investments in managed accounts have the right to participate indirectly in the
receipt of dividends from, or proceeds from the sale of, the Shares in
accordance with their respective ownership interests in their respective funds.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
As described in Item 4 above, the Prentice Parties agreed to purchase
Shares pursuant to a Purchase Agreement with the Company as of June 5, 2006 and
a related letter agreement.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto, which is attached hereto as
Exhibit A.
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A - The Joint Filing Agreement dated June 15, 2006, signed by each of
the Reporting Persons in order to confirm that this statement is being filed on
behalf of each of the Reporting Persons.
Exhibit B - The Stock Purchase Agreement dated June 5, 2006 is incorporated by
reference to the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 7, 2006.
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 9 of 16 Pages
----------------------------------------- --------------------
Exhibit C - The Form of Voting Agreement is incorporated by reference to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 7, 2006.
Exhibit D - The Letter Agreement dated June 14, 2006 signed by the Prentice
Parties in respect of the Purchase Agreement.
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 10 of 16 Pages
----------------------------------------- --------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 15, 2006
PRENTICE CAPITAL MANAGEMENT, LP
By:/s/ Michael Weiss
-------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
By:/s/ Michael Zimmerman
-------------------------------
Michael Zimmerman
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 11 of 16 Pages
----------------------------------------- --------------------
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the schedule
13D filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Stock, par value $0.01 per share, of Bluefly Inc., a Delaware corporation, is
being filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below, in accordance with Rule 13d-1 under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of June 15, 2006
PRENTICE CAPITAL MANAGEMENT, LP
Dated: June 15, 2006
PRENTICE CAPITAL MANAGEMENT, LP
By:/s/ Michael Weiss
-------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
By:/s/ Michael Zimmerman
-------------------------------
Michael Zimmerman
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 12 of 16 Pages
----------------------------------------- --------------------
EXHIBIT D
LETTER AGREEMENT
June 14, 2006
Bluefly, Inc.
42 West 39th Street, 9th Floor
New York, NY 10018
Attention: Patrick Barry
RE: ASSIGNMENT OF STOCK PURCHASE AGREEMENT BY PRENTICE-BLUEFLY, LLC TO ITS
AFFILIATED ENTITIES
Dear Mr. Barry:
Reference is hereby made to the Stock Purchase Agreement, dated as of June
5, 2006 (the "Purchase Agreement"), by and among Bluefly, Inc. (the "Company"),
Prentice-Bluefly, LLC ("Prentice-Bluefly") and certain other parties thereto
pursuant to which, among other things, on the Closing Date (as defined in the
Purchase Agreement), the Company shall issue and sell to Prentice-Bluefly, and
Prentice-Bluefly shall acquire from the Company, an aggregate of 30,487,805
shares (the "Shares") of the Company's common stock for an aggregate purchase
price of $25,000,000.
Pursuant to Section 10.6 of the Purchase Agreement, Prentice-Bluefly has
the right to assign the Purchase Agreement to one or more affiliates.
Prentice-Bluefly is hereby assigning the Purchase Agreement (including the
registration rights set forth under Section 6.1 thereof) to its affiliated
entities set forth on Exhibit A attached hereto (each such entity being referred
to as an "Investor" and collectively as the "Investors"), and each Investor is
hereby assuming all rights, interests and obligations of Prentice-Bluefly under
the Purchase Agreement but limited as to the number of Shares to be acquired by
such Investor on the Closing Date as set forth opposite such Investor's name on
Exhibit A attached hereto.
Each Investor, severally but not jointly, (i) agrees to be bound by all of
the provisions of the Purchase Agreement and (ii) makes each representation and
warranty to the Company set forth in Article V of the Purchase Agreement. The
address of each Investor is set forth opposite its name on Exhibit A.
By executing a counterpart to this letter, the Company hereby consents to
the assignment of the Purchase Agreement by Prentice-Bluefly to the Investors
and acknowledges that each Investor shall be deemed to be a "New Investor" under
the Purchase Agreement.
Sincerely,
PRENTICE BLUEFLY, LLC
SCHEDULE 13D
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CUSIP No. 096227103 Page 13 of 16 Pages
----------------------------------------- --------------------
By: /s/ Patrick C. Barry
---------------------------------
Name: Patrick C. Barry
Title: Chief Operating Officer and
Chief Financial Officer
PRENTICE CAPITAL PARTNERS, LP
By: Prentice Capital GP, LLC
By: /s/ Michael Weiss
---------------------------------
Name: Michael Weiss
Title: Managing Director
PRENTICE CAPITAL PARTNERS QP, LP
By: Prentice Capital GP, LLC
By: /s/ Michael Weiss
----------------------------------
Name: Michael Weiss
Title: Managing Director
PRENTICE CAPITAL OFFSHORE, LTD.
By: Prentice Capital Management, LP, its
investment manager
By: /s/ Michael Weiss
----------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
GPC XLIII, LLC
By: Prentice Capital Management, LP, its
advisor
By: /s/ Michael Weiss
----------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 14 of 16 Pages
----------------------------------------- --------------------
PEC I, LLC
By: Prentice Capital Management, LP, its
manager
By: /s/ Michael Weiss
----------------------------------
Name: Michael Weiss
Title: Chief Financial Officer
S.A.C. CAPITAL ASSOCIATES, LLC
By: S.A.C. Capital Advisors, LLC
By: /s/ Peter A. Nussbaum
----------------------------------
Name: Peter A. Nussbaum
Title: General Counsel
ACKNOWLEDGED AND AGREED
TO BY:
BLUEFLY, INC.
By: /s/ Patrick C. Barry
----------------------------------
Name: Patrick C. Barry
Title: Chief Operating Officer and Chief Financial Officer
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 15 of 16 Pages
----------------------------------------- --------------------
EXHIBIT A
NAME OF INVESTOR NUMBER OF SHARES*
---------------- ----------------
Prentice Capital Partners, LP 819,512 (2.688%)
c/o Prentice Capital Management, L.P.
623 Fifth Avenue, 32nd Floor
New York, NY 10022
Attn: Mathew B. Hoffman
Prentice Capital Partners QP, LP 4,051,220 (13.288%)
c/o Prentice Capital Management, L.P.
623 Fifth Avenue, 32nd Floor
New York, NY 10022
Attn: Mathew B. Hoffman
Prentice Capital Offshore, Ltd. 9,081,707 (29.788%)
c/o Prentice Capital Management, L.P.
623 Fifth Avenue, 32nd Floor
New York, NY 10022
Attn: Mathew B. Hoffman
S.A.C. Capital Associates, LLC 11,476,829 (37.644%)
c/o S.A.C. Capital Advisors, LLC
72 Cummings Point Road
Stamford, CT 06902
Attn: Peter A. Nussbaum
with a copy to:
Prentice Capital Management, L.P.
623 Fifth Avenue, 32nd Floor
New York, NY 10022
Attn: Mathew B. Hoffman
GPC XLIII, LLC 2,009,756 (6.592%)
c/o Prentice Capital Management, L.P.
623 Fifth Avenue, 32nd Floor
New York, NY 10022
Attn: Mathew B. Hoffman
PEC I, LLC 3,048,781 (10%)
c/o Prentice Capital Management, L.P.
623 Fifth Avenue, 32nd Floor
New York, NY 10022
Attn: Mathew B. Hoffman
SCHEDULE 13D
----------------------------------------- --------------------
CUSIP No. 096227103 Page 16 of 16 Pages
----------------------------------------- --------------------
*Based on a $25,000,000 investment for 30,487,805 shares of common stock of the
Company. To the extent the investment amount is reduced as a result of the
exercise of preemptive rights by holders of the Company's Series D Preferred
Stock, each Investor shall be allocated the percentage of the total investment
amount set forth next to its share total.