SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)*
BLUEFLY, INC.
--------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
-----------------------------------------
(Title of Class of Securities)
096227103
----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2000
----------------------------------
(Date of Event which Requires Filing
of this Statement)
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 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).
Continued on following page(s)
Page 1 of 87 Pages
Exhibit Index: Page 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 2 of 87 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
OO; IV
**As explained in Item 6, the exact number of Shares and percentage of class is
not determinable at this time. Another amendment to this Schedule 13D will be
filed when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 3 of 87 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
PN; IA
**As explained in Item 6, the exact number of Shares and percentage of class is
not determinable at this time. Another amendment to this Schedule 13D will be
filed when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 4 of 87 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
CO
**As explained in Item 6, the exact number of Shares and percentage of class is
not determinable at this time. Another amendment to this Schedule 13D will be
filed when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 5 of 87 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 1,211,512.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,211,512.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,512.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.74%**
14 Type of Reporting Person*
OO; IA
**As explained in Item 6, the exact number of Shares and percentage of class is
not determinable at this time. Another amendment to this Schedule 13D will be
filed when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 6 of 87 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 1,251,190**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,251,190**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,251,190**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
20.26%**
14 Type of Reporting Person*
IA
**As explained in Item 6, the exact number of Shares and percentage of class is
not determinable at this time. Another amendment to this Schedule 13D will be
filed when the number of Shares and ownership percentage are determined.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 87 Pages
This Amendment No. 6 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Bluefly, Inc. (the
"Issuer"). This Amendment No. 6 supplementally amends the initial statement on
Schedule 13D, dated August 6, 1999, and all amendments thereto (collectively,
the "Initial Statement"), filed by the Reporting Persons (as defined herein).
This Amendment No. 6 is being filed by the Reporting Persons to report that the
Reporting Persons have entered into a Note and Warrant Purchase Agreement with
the Issuer and have entered into a non-binding letter of intent and term sheet
as described herein. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) Soros Fund Management LLC ("SFM LLC"); and
(v) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of QIP and
SFM Domestic Investments LLC ("SFM Domestic Investments").
Item 3. Source and Amount of Funds or Other Consideration
QIP expended approximately $2,904,900 of its working capital to
purchase the securities reported herein as being acquired since August 28, 2000
(the date of the last filing on Schedule 13D). SFM Domestic Investments expended
approximately $95,100 of its working capital to purchase the securities reported
herein as being acquired since August 28, 2000 (the date of the last filing on
Schedule 13D).
Item 4. Purpose of Transaction
On October 12, 2000, an affiliate of QIP and SFM Domestic Investments
and the Issuer signed a non-binding letter of intent (the "Letter of Intent")
and approved a term sheet (the "Term Sheet") (copies of which are attached
hereto as Exhibit JJ and Exhibit KK, respectively, and incorporated herein by
reference in response to this Item 4) to acquire additional securities of the
Issuer. The Letter of Intent envisions a two-stage transaction which could
result in QIP and SFM Domestic Investments owning a majority of the equity
securities of the Issuer (on a fully diluted basis) and controlling the Board of
Directors of the Issuer. In the initial stage, QIP and SFM Domestic Investments
would purchase in the aggregate $5 million of senior convertible notes (the
"Notes") which would be convertible into shares of newly issued Series B
Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") at a
price of $2.34 a share. In the second stage of the transaction, the Issuer would
offer for sale to all its holders of common stock up to $20 million of newly
issued common stock of the Issuer at a price per share of $2.34. If the common
shareholders do not purchase all of the new issuance, QIP and SFM Domestic
Investments would purchase the lesser of (i) $10 million or (ii) the difference
between $20 million and the amount purchased by the other shareholders of the
Issuer.
<PAGE>
Page 8 of 87 Pages
The shareholders of the Issuer will be asked to approve the issuance
of additional securities to QIP and SFM Domestic Investments. If shareholder
approval is obtained, the Notes will automatically convert into shares of Series
B Preferred Stock, as will all of the currently outstanding notes aggregating
$15 million in principal amount of the Issuer held by QIP and SFM Domestic
Investments, in each case at a price of $2.34 a share. Upon conversion of all
the outstanding notes and accrued and unpaid interest from the date of issuance,
QIP and SFM Domestic Investments will hold in excess of 8,600,000 shares of
Series B Preferred Stock, convertible into an equal number of shares of common
stock. If other shareholders do not fully subscribe for the shares of common
stock to be offered and QIP and SFM Domestic Investments purchase 4,273,504
shares, when added to their previous holdings reported on Schedule 13D, QIP and
SFM Domestic Investments will hold approximately 60% of the outstanding common
stock of the Issuer (on an as converted, fully diluted basis).
In connection with the issuance of the Notes and the purchase of the
common stock, the terms of the Series A Convertible Preferred Stock of the
Issuer (the "Series A Preferred Stock") held by QIP and SFM Domestic Investments
will be amended to reduce the conversion price to $2.34 and make certain other
changes. QIP and SFM Domestic Investments as holders of Series A Preferred Stock
and Series B Preferred Stock, will be entitled to elect two directors to the
Board of Directors. These directors will have sufficient voting power to control
all decisions of the Board of Directors.
The transactions proposed in the Letter of Intent are subject to
numerous conditions, including shareholder approval and negotiation of
definitive documentation by November 15, 2000, the obtaining of shareholder
approval (with respect to the second stage transaction) and other investment
conditions. The Letter of Intent is non-binding, and there can be no assurance
that the Issuer, QIP and SFM Domestic Investments will reach a definitive
agreement, that the shareholders will approve the transactions or that the
transactions will be consummated.
The foregoing description of the Letter of Intent and Term Sheet does
not purport to be complete and is qualified in its entirety by the terms of each
such document, which are incorporated herein by reference.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer 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.
Item 5. Interest in Securities of the Issuer
As explained in Item 6 below, it is not possible to determine at this
time the precise number of Shares that may be deemed to be beneficially owned by
each of the Reporting Persons because the particular number of Shares of which
each of the Reporting Persons may be deemed to be the beneficial owner by virtue
of the Securities Purchase Agreement (defined below) is not finally determined.
Accordingly, the Reporting Persons will further amend this Schedule 13D when the
number of Shares and ownership percentages are determined.
Except for the transactions described in Item 6 below, all of which
were effected in privately negotiated transactions, there have been no
transactions effected with respect to the Shares since August 28, 2000 (the date
of the last filing on Schedule 13D) by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On October 2, 2000, QIP and SFM Domestic Investments entered into a
Note and Warrant Purchase Agreement (the "Securities Purchase Agreement") with
the Issuer (a copy of which is attached hereto as Exhibit EE and incorporated
herein by reference in response to this Item 6) pursuant to which QIP and SFM
Domestic Investments purchased Senior Convertible Notes and Warrants (as defined
in the Securities Purchase Agreement) for an aggregate purchase price of
$3,000,000.
Pursuant to Warrant No. 9 (a copy of which is attached hereto as
Exhibit HH and incorporated herein by reference to this Item 6), QIP has the
right to subscribe for and to purchase up to 48,415 shares of Common Stock (as
defined in the Securities Purchase Agreement) at a price per share equal to
$2.29.
<PAGE>
Page 9 of 87 Pages
Pursuant to Warrant No. 10 (a copy of which is attached hereto as
Exhibit II and incorporated herein by reference to this Item 6), SFM Domestic
Investments has the right to subscribe for and to purchase up to 1,585 shares of
Common Stock (as defined in the Securities Purchase Agreement) at a price per
share equal to $2.29.
Pursuant to the Senior Convertible Note in the amount of $2,904,900 (a
copy of which is attached hereto as Exhibit FF and incorporated herein by
reference to this Item 6) QIP is entitled to receive automatically and
simultaneously with the Next Round Financing that number of fully paid and
non-assessable Next Round Securities (as defined in the Securities Purchase
Agreement) obtained by dividing the outstanding principal and accrued and unpaid
interest on the Note to the date of conversion by the price per share of the
Next Round Securities paid in the Next Round Financing.
Pursuant to the Senior Convertible Note in the amount of $95,100 (a
copy of which is attached hereto as Exhibit GG and incorporated herein by
reference to this Item 6) SFM Domestic Investments is entitled to receive
automatically and simultaneously with the Next Round Financing that number of
fully paid and non-assessable Next Round Securities (as defined in the
Securities Purchase Agreement) obtained by dividing the outstanding principal
and accrued and unpaid interest on the Note to the date of conversion by the
price per share of the Next Round Securities paid in the Next Round Financing.
The foregoing description of the Securities Purchase Agreement, the
Warrants, and the Senior Convertible Notes does not purport to be complete and
is qualified in its entirety by the terms of each such document, which are
incorporated herein by reference.
The description set forth in Item 4 hereof is hereby incorporated by
reference into this Item 6. Except as set forth in Item 4 and as otherwise set
forth herein, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 10 of 87 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: October 12, 2000
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Secretary
QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Secretary
SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 11 of 87 Pages
EXHIBIT INDEX
Page No.
--------
EE. Note and Warrant Purchase Agreement, dated as of October 2,
2000, by and among Bluefly, Inc., Quantum Industrial
Partners LDC and SFM Domestic Investments LLC............... 12
FF. Bluefly, Inc. Senior Convertible Note, dated as of October
2, 2000, in the amount of $2,904,900 in favor of Quantum
Industrial Partners LDC..................................... 43
GG. Bluefly, Inc. Senior Convertible Note, dated as of October
2, 2000, in the amount of $95,100 in favor of SFM Domestic
Investments LLC............................................. 50
HH. Warrant No. 9, dated as of October 2, 2000.................. 57
II. Warrant No. 10, dated as of October 2, 2000................. 66
JJ. Letter of Intent, dated as of October 12, 2000.............. 75
KK. Term Sheet, dated as of October 12, 2000.................... 78
