-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxUIERo3nFd8gsyUiO18oDcb3hu+oWAYjFPelvOBT4jWHExfWUZ5DefOAWBE3GPZ SN3nwewoXsyqtMJeMABD6A== 0001011438-06-000460.txt : 20060619 0001011438-06-000460.hdr.sgml : 20060619 20060619192537 ACCESSION NUMBER: 0001011438-06-000460 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060615 FILED AS OF DATE: 20060619 DATE AS OF CHANGE: 20060619 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEFLY INC CENTRAL INDEX KEY: 0001030896 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 133612110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2129448000 MAIL ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: PIVOT RULES INC DATE OF NAME CHANGE: 19970305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 06913989 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 4 1 edg06-0211_ex.xml X0202 4 2006-06-15 0 0001030896 BLUEFLY INC BFLY 0000900203 SOROS GEORGE 888 SEVENTH AVE 33RD FLR NEW YORK NY 10106 0 0 1 0 Common Stock 2006-06-15 4 C 0 3806923 2.34 A 9094005 I See footnote Common Stock 2006-06-15 4 C 0 26503096 0.76 A 35597101 I See footnote Common Stock 2006-06-15 4 C 0 1274079 0.76 A 36871180 I See footnote Common Stock 2006-06-15 4 C 0 6911901 0.76 A 43783081 I See footnote Common Stock 2006-06-15 4 C 0 1274079 0.76 A 45057160 I See footnote Common Stock 2006-06-15 4 C 0 3542195 0.82 A 48599355 I See footnote Common Stock 2006-06-15 4 C 0 124701 2.34 A 297696 I See footnote Common Stock 2006-06-15 4 C 0 866942 0.76 A 1164638 I See footnote Common Stock 2006-06-15 4 C 0 41711 0.76 A 1206349 I See footnote Common Stock 2006-06-15 4 C 0 226281 0.76 A 1432630 I See footnote Common Stock 2006-06-15 4 C 0 41711 0.76 A 1474341 I See footnote Common Stock 2006-06-15 4 C 0 116341 0.82 A 1590682 I See footnote Series A Convertible Preferred Stock 2.34 2006-06-15 4 C 0 445410 0 D Common Stock 3806923 0 I See footnote Series B Convertible Preferred Stock 0.76 2006-06-15 4 C 0 8607843 0 D Common Stock 26503096 0 I See footnote Series C Convertible Preferred Stock 0.76 2006-06-15 4 C 0 968.3 0 D Common Stock 1274079 0 I See footnote Series D Convertible Preferred Stock 0.76 2006-06-15 4 C 0 4668.262 0 D Common Stock 6911901 0 I See footnote Series E Convertible Preferred Stock 0.76 2006-06-15 4 C 0 968.3 0 D Common Stock 1274079 0 I See footnote Series F Convertible Preferred Stock 0.82 2006-06-15 4 C 0 2904.6 0 D Common Stock 3542195 0 I See footnote Series A Convertible Preferred Stock 2.34 2006-06-15 4 C 0 14590 0 D Common Stock 124701 0 I See footnote Series B Convertible Preferred Stock 0.76 2006-06-15 4 C 0 281571 0 D Common Stock 866942 0 I See footnote Series C Convertible Preferred Stock 0.76 2006-06-15 4 C 0 31.7 0 D Common Stock 41711 0 I See footnote Series D Convertible Preferred Stock 0.76 2006-06-15 4 C 0 152829 0 D Common Stock 226281 0 I See footnote Series E Convertible Preferred Stock 0.76 2006-06-15 4 C 0 31.7 0 D Common Stock 41711 0 I See footnote Series F Convertible Preferred Stock 0.82 2006-06-15 4 C 0 95.4 0 D Common Stock 116341 0 I See footnote See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. See attached Appendix A. /s/ Jay Schoenfarber, as Attorney-in-fact 2006-06-19 EX-99 2 exhibit_99-1.txt APPENDIX A EXPLANATION OF RESPONSES (1) QIP (as defined below) converted 445,410 shares of Series A Convertible Preferred Stock on June 15, 2006, at a conversion price of $2.34 per share, resulting in the acquisition of 3,806,923 shares of Common Stock, par value $0.01 per share of the Issuer ("Common Stock"). Each share of Series A Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($20.00) divided by such conversion price. (2) These securities are held for the benefit of Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands ("QIP"). QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership ("QIHMI"), is a minority shareholder of, and is vested with investment discretion with respect to portfolio assets held for the account of QIP. The sole general partner of QIHMI is QIH Management LLC, a Delaware limited liability company ("QIH Management"). Soros Fund Management LLC, a Delaware limited liability company ("SFM"), is the sole managing member of QIH Management. The reporting person is the chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over securities held for the benefit of QIP. (3) QIP converted 8,607,843 shares of Series B Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 26,503,096 shares of Common Stock. Each share of Series B Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($2.34) divided by such conversion price. (4) QIP converted 968.3 shares of Series C Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 1,274,079 shares of Common Stock. Each share of Series C Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. (5) QIP converted 4668.262 shares of Series D Convertible Preferred Stock, on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 6,142,450 shares of Common Stock. Each share of Series D Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. Contemporaneously the Issuer paid, pursuant to the terms of the Series D Convertible Preferred Stock, approximately $584,784 of accrued and unpaid dividends on the Series D Convertible Preferred Stock through the issuance of 769,451 shares of Common Stock, at a conversion price of $0.76 per share. (6) QIP converted 968.3 shares of Series E Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 1,274,079 shares of Common Stock. Each share of Series E Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. (7) QIP converted 2,904.6 shares of Series F Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.82 per share, resulting in the acquisition of 3,542,195 shares of Common Stock. Each share of Series F Convertible Preferred Stock, par value $0.01 per share, was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. (8) SFMD (as defined below) converted 14,590 shares of Series A Convertible Preferred Stock on June 15, 2006, at a conversion price of $2.34 per share, resulting in the acquisition of 124,701 shares of Common Stock, par value $0.01 per share of the Issuer ("Common Stock"). Each share of Series A Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($20.00) divided by such conversion price. (9) These securities are held for the benefit of SFM Domestic Investments LLC, a Delaware limited liability company ("SFMD"). The reporting person is the sole managing member of SFMD and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the benefit of SFMD. (10) SFMD converted 281,571 shares of Series B Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 866,942 shares of Common Stock. Each share of Series B Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($2.34) divided by such conversion price. (11) SFMD converted 31.7 shares of Series C Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 41,711 shares of Common Stock. Each share of Series C Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. (12) SFMD converted 152.829 shares of Series D Convertible Preferred Stock, on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 201,091 shares of Common Stock. Each share of Series D Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. Contemporaneously the Issuer paid, pursuant to the terms of the Series D Convertible Preferred Stock, approximately $19,144 of accrued and unpaid dividends on the Series D Convertible Preferred Stock through the issuance of 25,190 shares of Common Stock, at a conversion price of $0.76 per share. (13) SFMD converted 31.7 shares of Series E Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.76 per share, resulting in the acquisition of 41,711 shares of Common Stock. Each share of Series E Convertible Preferred Stock was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. (14) SFMD converted 95.4 shares of Series F Convertible Preferred Stock on June 15, 2006, at a conversion price of $0.82 per share, resulting in the acquisition of 116,341 shares of Common Stock. Each share of Series F Convertible Preferred Stock, par value $0.01 per share, was convertible into a number of shares of Common Stock equal to the face amount ($1,000) divided by such conversion price. (15) These shares are immediately convertible and shall remain convertible so long as they are outstanding. -----END PRIVACY-ENHANCED MESSAGE-----