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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): February 17, 2006
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 (IRS Employer
of incorporation) File Number) 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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SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 17, 2006, the maturity date of the promissory notes in the aggregate
principal amount of $4.0 million previously issued to affiliates of Soros
Private Equity Partners (the "Notes") was extended for one year to May 1, 2007
(the "Notes").
Attached as Exhibit 99.1 is a copy of the agreement pursuant to which the Notes
were extended.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC
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: February 21, 2006 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.
99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC