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Exhibit 99.1
FORM OF SUBSCRIPTION CERTIFICATE
Control No. ____________ Number of Rights __________
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT
BEFORE 5:00 P.M., EASTERN STANDARD TIME ON
[_________]
BLUEFLY, INC.
SUBSCRIPTION RIGHTS FOR COMMON STOCK
Dear Stockholder:
As the registered owner of this Subscription Certificate, you are the
owner of the number of Subscription Rights shown above. Each Right entitles you
to subscribe for one (1) share of common stock, par value $.01 per share, of
Bluefly, Inc. (the "Basic Subscription Right"). You may subscribe for such
shares at the Subscription Price of two dollars and thirty-four cents ($2.34)
per share. If you subscribe for all of the shares available pursuant to the
Basic Subscription Right, you are also entitled to purchase an unlimited number
of additional shares at the Subscription Price (subject to proration) (the
AOversubscription Privilege@). The other terms and conditions of these
Subscription Rights are set forth in the enclosed Prospectus.
You have been issued 1.735 Rights per share of common stock that you held on
_________,2000. You have not been issued fractional Rights, but instead your
number of Rights was rounded down to the nearest whole Right.
SAMPLE CALCULATION
OF BASIC SUBSCRIPTION RIGHT
100 Shares of Common Stock owned on ___,2000 100 x 1.735 = 173 New Shares
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THIS SUBSCRIPTION RIGHT IS TRANSFERABLE
The rights are transferable. [The Company expects that the Rights will
be listed for trading on the __________ under the symbol "_______".]
You have five (5) choices:
1. You can subscribed for all of the new shares listed at the top
of the page (the "Basic Subscription Right").
2. You can subscribe for more than the number of new shares
listed above (the "Oversubscription Privilege"). Shares may be
available to you subject to an allocation process as described
in the Prospectus.
3. You can subscribe for less than the number of new shares
listed above and sell or transfer the rest of your Rights or
allow them to expire.
4. You can sell or transfer any or all of your Rights.
5. If you do not want to purchase any additional shares or sell
or transfer any of your Rights, you can disregard this
material.
TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE
IS REQUIRED FOR EACH SHARE OF COMMON STOCK. YOU MUST COMPLETE THE REVERSE SIDE
OF THIS FORM TO SUBSCRIBE FOR NEW SHARES OR TRANSFER YOUR RIGHTS.
ATTEST BLUEFLY, INC.
By:______________________________ By:__________________________
Control No. ________
Account No. ________
No. of Rights: _____
CUSIP No.: _________
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DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE
By First Class Mail: By Overnight or
Registered Delivery:
____________________________ ____________________________
____________________________ ____________________________
Telephone: [________]
Facsimile: [________]
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION RIGHT OR A
PORTION THEREOF:
I apply for shares x $2.34 = $
(No. of new shares) (Amount Enclosed
IF YOU HAVE SUBSCRIBED FOR YOUR FULL BASIC SUBSCRIPTION RIGHT AND WISH TO
PURCHASE ADDITIONAL SHARES PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE:
I apply for shares x $2.34 = $
(No. of new shares) (Amount Enclosed
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this officer
and I hereby irrevocably subscribe for the number of shares indicated above on
the terms and conditions specified in the Prospectus. I hereby agree that if I
fail to pay for the shares of common stock for which I have subscribed, the
Company may exercise its legal remedies against me.
TO TRANSFER RIGHTS: For value received, _____________ of the Rights represented
by this Subscription Certificate are assigned to:
_______________________________________
(Print Full Name of Assignee)
_______________________________________
(Print Full Address)
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___________________________________
(Signature(s)of Assignor(s)
IMPORTANT:
The Signature(s) must correspond in
every particular, without
alteration, with the name(s) as
printed on the reverse of this
Subscription Certificate.
________________________________
________________________________
Signature(s) of Subscriber(s)
Please give your telephone number
( ) ________________________ Your Signature must be guaranteed
by: (a) a commercial bank or trust
company, (b) a member firm of a
domestic stock exchange, or (c) a
credit union.
________________________________
________________________________
________________________________ Signature Guaranteed:_______________
Address for delivery of shares if (Name of Bank or
other than shown on front. Firm)
YOU MUST HAVE YOUR SIGNATURE By:_________________________________
GUARANTEED IF YOU WISH TO HAVE (Signature of Officer)
YOUR SHARES DELIVERED TO AN
ADDRESS OTHER THAN THAT SHOWN ON
THE FRONT OF THIS CERTIFICATE.
If permanent change of address,
check here [_____]
FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE
MADE PAYABLE IN UNITED STATES DOLLARS IN A CHECK OR BANK DRAFT DRAWN UPON.
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A U.S. BANK OR POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER AND PAYABLE TO
[____________], AS SUBSCRIPTION AGENT.
STOCK CERTIFICATES FOR THE SHARES SUBSCRIBED TO PURSUANT TO THE
OFFERING WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE, ANY
REFUND IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS
PRACTICABLE THEREAFTER.
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