BLUEFLY INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-05-24: Form 8-K; Period of report 2013-05-23; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2013-05-24: Form 8-K; Period of report 2013-05-23; Description 8.01 Other Events; Details 8.01.
- 2013-05-02: Form 8-K; Period of report 2013-05-01; Description 8.01 Other Events; Details 8.01.
- 2013-04-05: Form 8-K; Period of report 2013-04-02; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-05-24 | 8-K | 2013-05-23 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On May 23, 2013 (the “Closing Date”), Runway Acquisition Sub, Inc. (the “Purchaser”), an affiliate of Clearlake Capital Group, purchased from entities affiliated with the four principal stockholders (the “Principal Stockholders”) of Bluefly, Inc. (“Bluefly”): Rho Ventures VI, LP (“Rho”); Quantum Industrial Partners LDC; Maverick Fund USA, Ltd., Maverick Fund, L.D.C., and Maverick Fund II, Ltd.; and Prentice Consumer Partners, LP (“Prentice”) all of the shares of Bluefly’s common stock, $0.01 par value, owned by the Principal Stockholders, which represented approximately 89% of the outstanding shares of Bluefly’s common stock, for a purchase price of $0.0076 per share. 1.02 In connection with the execution of the Purchase Agreement, on the Closing Date, Bluefly repaid all amounts owed under each of (a) its Credit Agreement, dated November 13, 2012, by and among Bluefly, EVT Acquisition Co., LLC and Salus, (b) its Secured Subordinated Convertible Promissory Note, dated August 13, 2012 and amended as of November 13, 2012, between Bluefly and Rho, and (c) its Secured Subordinated Promissory Note, dated August 13, 2012 and amended as of November 13, 2012, between Bluefly and Prentice, and terminated each of those agreements. 2.01 The information set forth under Item 1.01 is incorporated by reference herein. 3.01 In connection with the closing of the Merger, Bluefly notified the NASDAQ Stock Market (“NASDAQ”) on May 23, 2013 that each outstanding share of Bluefly’s common stock (other than shares of Bluefly’s common stock held by the Purchaser or Clear Mode, shares of Bluefly’s common stock held by the Company as non-voting treasury shares, and Dissenting Shares) was automatically converted, pursuant to the Merger, into the right to receive $0.10 per share in cash, without interest. 3.02 The information set forth under Item 1.01 is incorporated by reference herein. 3.03 The information set forth in Items 1.01, 2.01, 3.01, 3.02 and 5.01 of this Current Report on Form 8-K is incorporated by reference into Item 3.03. 5.01 The information set forth in Items 1.02, 2.01, 3.02, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into Item 5.01. 5.02 In connection with the Merger, and as contemplated by the Purchase Agreement, all the directors of Bluefly prior to the Merger voluntarily resigned from the Board effective as of the Effective Time. | k345936_8k.htm |
| 2013-05-24 | 8-K | 2013-05-23 | 8.01 Other Events | 8.01 On May 23, 2013, Bluefly, Inc. (“Bluefly”) issued a press release regarding a Stock Purchase Agreement entered into between Bluefly and Runway Acquisition Sub, Inc., and the transactions contemplated thereby. | k346114_8-k.htm |
| 2013-05-02 | 8-K | 2013-05-01 | 8.01 Other Events | 8.01 While Bluefly, Inc. (the “Company”) continues to be in active discussions regarding a strategic transaction, the consideration payable to shareholders is expected to be minimal. | k13194_8k.htm |
| 2013-04-05 | 8-K | 2013-04-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) As previously disclosed, Bluefly, Inc. (the "Company") is currently in active discussions regarding bridge financing and the evaluation of strategic alternatives under the direction of a special committee consisting of independent members of the Board, together with the assistance of an independent financial advisor. | k340570_8k.htm |
| 2013-02-22 | 8-K | 2013-02-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On February 15, 2013, Bluefly, Inc. (the “Company”) was notified by the Nasdaq Stock Market that it is not in compliance with the continued listing requirements for the Nasdaq Capital Market contained in Nasdaq Listing Rule 5450(a)(1) because shares of its Common Stock had closed at a per share bid price of less than $1.00 for at least 30 consecutive trading days. | k335957_8k.htm |
| 2013-01-16 | 8-K | 2013-01-16 | 7.01 Regulation FD Disclosure | 7.01 On January 16, 2013, Bluefly, Inc. (the “Company”), issued a press release (the “Press Release”) announcing that Joseph Park, the Company’s Chief Executive Officer, will be presenting a company overview to participants at the 15th Annual Needham Growth Conference (the “Conference”) on January 17, 2013. | k332243_8k.htm |