SCHEDULE 13D
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. 5)*
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)
August 18, 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 75 Pages
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13D
CUSIP NO. 096227103 Page 2 of 75 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 1,163,097.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,163,097.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,097.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.10%**
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 75 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 1,163,097.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,163,097.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,097.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.10%**
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 75 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 1,163,097.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,163,097.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,097.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.10%**
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 75 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 1,163,097.5**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,163,097.5**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,097.5**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
19.10%**
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 75 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 1,201,190**
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,201,190**
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,201,190**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
19.61%**
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 75 Pages
This Amendment No. 5 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. 5 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. 5 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. 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 July 10, 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 July 10, 2000 (the date of the last filing on
Schedule 13D).
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 July 10, 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 August 18, 2000, QIP and SFM Domestic Investments entered
into a Note and Warrant Purchase Agreement (the "Securities Purchase Agreement")
<PAGE>
Page 8 of 75 Pages
with the Issuer (a copy of which is attached hereto as Exhibit Z 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 the Securities Purchase Agreement, QIP, SFM
Domestic Investments and the Issuer agreed to revise the terms of Warrant Nos. 1
through 6 (the "Original Warrants") to consolidate the Original Warrants into
Warrant Nos. 7 and 8 and to cancel Warrant Nos. 1 through 6.
Pursuant to Warrant No. 7 (a copy of which is attached hereto
as Exhibit CC and incorporated herein by reference to this Item 6), QIP has the
right to subscribe for and to purchase up to 314,697.5 shares of Common Stock
(as defined in the Securities Purchase Agreement) at a price per share equal to
$2.29.
Pursuant to Warrant No. 8 (a copy of which is attached hereto
as Exhibit DD and incorporated herein by reference to this Item 6), SFM Domestic
Investments has the right to subscribe for and to purchase up to 10,302.5 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 AA 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 BB 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.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 9 of 75 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: August 25, 2000
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ Michael C. Neus
---------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ Michael C. Neus
--------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ Michael C. Neus
---------------------
Michael C. Neus
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ Michael C. Neus
---------------------
Michael C. Neus
Deputy General Counsel
GEORGE SOROS
By: /S/ Michael C. Neus
---------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 10 of 75 Pages
EXHIBIT INDEX
Page No.
--------
Y. Joint Filing Agreement, dated as of August 25, 2000, by and among
Quantum Industrial Partners LDC, QIH Management Investor, L.P.,
QIH Management, Inc., Soros Fund Management LLC and George
Soros............................................................. 11
Z. Note and Warrant Purchase Agreement, dated as of August 18, 2000,
by and among Bluefly, Inc., Quantum Industrial Partners LDC and
SFM Domestic Investments LLC................................... 12
AA. Bluefly, Inc. Senior Convertible Note, dated as of August 18,
2000, in the amount of $2,904,900 in favor of Quantum Industrial
Partners LDC..................................................... 44
BB. Bluefly, Inc. Senior Convertible Note, dated as of August 18,
2000, in the amount of $95,100 in favor of SFM Domestic
Investments LLC.................................................. 51
CC. Warrant No. 7, dated as of August 18, 2000........................ 58
DD. Warrant No. 8, dated as of August 18, 2000........................ 67
