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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 2005
Bluefly, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-14498 13-3612110
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
42 West 39th Street, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 944-8000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 19, 2005, Bradford Matson was appointed Chief Marketing
Officer of the Company. Mr. Matson replaced Monica Halpert, who will continue to
work with the Company in a non executive position.
Mr. Matson, age 48, was a marketing executive at Spiegel Catalog from 1981
to 2003, where he held various senior level positions, including Senior Vice
President of Advertising and Brand Communications from 2001 to 2003, Vice
President of Advertising from 2000 to 2001 and Vice President of Advertising and
Marketing for Portfolio SBUs from 1997 to 1999. Since 2004, Mr. Matson has
served as Director of Marketing and Communications for the Steppenwolf
Theatre Co.
On September 19, 2005, the Company entered into an Employment Agreement
with Bradford Matson (the "Employment Agreement"). Pursuant to the terms of the
Employment Agreement, the Company has retained the services of Mr. Matson as the
Chief Marketing Officer of the Company for a term of approximately three years
and has agreed to pay him a base salary of $350,000 per year (subject to
discretionary annual increases). The Employment Agreement provides that
Mr. Matson is entitled to receive a minimum bonus of $50,000 for the year ended
December 31, 2006 and certain relocation expenses and allowances. In addition,
pursuant to the terms of the Employment Agreement, Mr. Matson was issued options
to purchase 400,000 shares of the Company's Common Stock (the "Options") under
the Company's 2005 Stock Incentive Plan.
The Employment Agreement provides that, if Mr. Matson is terminated without
cause or constructively terminated, he shall be entitled to severance payments
equal to three months of his base salary if the termination is during the first
year of his employment and six months of his base salary if he is terminated
thereafter, and, if he is terminated after the first year, immediate vesting of
all of the Options. The Employment Agreement also provides for the immediate
vesting of fifty percent of any unvested Options if Mr. Matson's employment is
terminated, on or prior to the end of the first year of his employment, as a
result of certain events classified as a "Change of Control."
The foregoing description of the Employment Agreement is not intended to be
complete and is qualified in its entirety by the complete text of the
Employment, which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
ITEM 8.01 OTHER EVENTS
On September 21, 2005, the Company issued a press release announcing the
appointment of Bradford Matson as Chief Marketing Officer. A copy of the press
release announcing such appointment is furnished as Exhibit 99.1 to this report
and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
10.1 Employment Agreement, dated as of September 19, 2005, by and between the
Company and Bradford Matson.
99.1 Press Release Issued on September 21, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLUEFLY, INC.
(Registrant)
Date: September 22, 2005 By: /s/ Patrick C. Barry
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Name: Patrick C. Barry
Title: Chief Operating Officer and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No.
10.1 Employment Agreement, dated as of September 19, 2005, by and between the
Company and Bradford Matson.
99.1 Press Release Issued on September 21, 2005.