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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001133796-05-000032.txt : 20050223
<SEC-HEADER>0001133796-05-000032.hdr.sgml : 20050223
<ACCEPTANCE-DATETIME>20050223121025
ACCESSION NUMBER:		0001133796-05-000032
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050218
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050223
DATE AS OF CHANGE:		20050223

FILER:

	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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14498
		FILM NUMBER:		05633425

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>bf50203.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    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 18, 2005

                                  Bluefly, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                    001-14498                 13-3612110
- ----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission File Number)       (IRS Employer
      of incorporation)                                   Identification Number)

      42 West 39th Street, New York, New York                      10018
      ----------------------------------------                  ----------
      (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (212) 944-8000


         --------------------------------------------------------------
         (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))

<PAGE>

                SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS

             ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 18, 2005, the Company entered into an amendment to its Financing
Agreement with Rosenthal & Rosenthal, Inc. ("Rosenthal") pursuant to which the
term of the Company's credit facility with Rosenthal (the "Credit Facility") was
extended for one year to March 30, 2006.

Also on February 18, 2005, 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,
2006.

Attached as Exhibits 99.1 and 99.2, respectively, are copies of the agreements
pursuant to which the Credit Facility and the Notes were extended. Attached as
Exhibit 99.3 is a copy of the press release issued by the Company on February
23, 2005 announcing the extensions.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C)  EXHIBITS

99.1 Amendment No. 2, dated as of February 18, 2005, to Amended and Restated
Financing Agreement, dated as of April 21, 2004, by and between the Company and
Rosenthal & Rosenthal, Inc.

99.2 Amendment No. 2, dated as of February 18, 2005, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC

99.3 Press Release dated February 23, 2005

<PAGE>

                                   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 23, 2005                 By:    /s/ Patrick C. Barry
                                               ---------------------------------
                                        Name:  Patrick C. Barry
                                        Title: Chief Operating Officer and Chief
                                               Financial Officer

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.

99.1 Amendment No. 2, dated as of February 18, 2005, to Amended and Restated
Financing Agreement, dated as of April 21, 2004, by and between the Company and
Rosenthal & Rosenthal, Inc.

99.2 Amendment No. 2, dated as of February 18, 2005, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC

99.3 Press Release February 23, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>bf50203ex991.txt
<TEXT>
                                                                    Exhibit 99.1

            AMENDMENT #2 TO AMENDED AND RESTATED FINANCING AGREEMENT

                                                               February 18, 2005

BLUEFLY, INC.
42 West 39th Street
New York, NY 10018

        Reference is made to the Amended and Restated Financing Agreement
entered into between us dated April 21, 2004 (as amended to date, the "Financing
Agreement").

        The Financing Agreement is hereby amended as follows, effective as of
the date hereof:

        The first sentence of Section 8.1 is hereby amended and restated in its
entirety to read as follows:

        "This Agreement shall remain in full force and effect until
March 30, 2006."

        Except as hereinabove specifically set forth, the Financing Agreement
shall continue unmodified.

                                                  ROSENTHAL & ROSENTHAL, INC.

                                                  By:    /s/  J. Michael Stanley
                                                         -----------------------
                                                  Name:  J. Michael Stanely
                                                  Title: EVP

BLUEFLY, INC.

By:    /s/  Jonathan P. Freedman
       -------------------------
Name:  Jonathan P. Freedman
Title: VP and General Counsel
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>bf50203ex992.txt
<TEXT>
                                                                    Exhibit 99.2

                                 AMENDMENT NO. 2

        WHEREAS, Bluefly, Inc. ("Bluefly"), Quantum Industrial Partners LDC
("QIP") and SFM Domestic Investments LLC ("SFM") entered into the Note and
Warrant Purchase Agreement dated July 16, 2003 whereby Bluefly issued to QIP a
Convertible Demand Promissory note in the amount of $1,936,564.00 and issued to
SFM a Convertible Demand Promissory note in the amount of $63,436.00, both of
which had an original maturity date of January 12, 2004 (the "July Notes");

        WHEREAS, Bluefly, QIP and SFM entered into the Note and Warrant Purchase
Agreement dated October 17, 2003 whereby Bluefly issued to QIP a Convertible
Demand Promissory note in the amount of $1,936,564.00 and issued to SFM a
Convertible Demand Promissory note in the amount of $63,436.00 both of which had
an original maturity date of April 14, 2004 (the "October Notes," and, together
with the July Notes, the "Notes");

        WHEREAS, the maturity dates of the Notes have previously been extended
to May 1, 2005; and

        WHEREAS, Bluefly, QIP and SFM desire to further extend the maturity
dates of the Notes.

        NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:

    1. The first line of Section 1(c) of the July Notes is deleted in its
    entirety and replaced with:

    The outstanding principal and all accrued and unpaid interest shall be paid
    in full no later than May 1, 2006 (the "Maturity Date"), unless repaid
    earlier pursuant to the provisions of Section 2 (the date of any payment
    pursuant to Section 2 and the Maturity Date, collectively referred to as a
    "Repayment Date") or unless converted into Subsequent Round Securities (as
    defined below) pursuant to Section 5 on or prior to the Maturity Date.

    2. The first line of Section 1(c) of the October Notes is deleted in its
    entirety and replaced with:

    The outstanding principal and all accrued and unpaid interest shall be paid
    in full no later than May 1, 2006 (the "Maturity Date"), unless repaid
    earlier pursuant to the provisions of Section 2 (the date of any payment
    pursuant to Section 2 and the Maturity Date, collectively referred to as a
    "Repayment Date") or unless converted into Subsequent Round Securities (as
    defined below) pursuant to Section 5 on or prior to the Maturity Date.

    3. Except as amended by this Amendment, all existing terms of the July Notes
    and the October Notes shall remain in full force and effect.

<PAGE>

        IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and effective as of the 18th day of February, 2005.

        Bluefly, Inc.

        /s/  Jonathan P. Freedman
        ------------------------------
        Name:  Jonathan P. Freedman
        Title: VP and General Counsel

        Quantum Industrial Partners LDC

        /s/  Richard Holahan
        ------------------------
        Name:  Richard Holahan
        Title: Attorney-In-Fact

        SFM Domestic Investments LLC

        /s/  Richard Holahan
        ------------------------
        Name:  Richard Holahan
        Title: Attorney-In-Fact
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>bf50203ex993.txt
<TEXT>
                                                                    Exhibit 99.3

FOR IMMEDIATE RELEASE

                          INVESTOR CONTACTS:          PRESS CONTACTS:
                          Pat Barry                   Stacy Berns/Melissa Jaffin
                          CFO, Bluefly, Inc.          Berns Communications Group
                          212- 944-8000 ext. 239      212-994-4660
                          pat@bluefly.com

       BLUEFLY ANNOUNCES RENEWAL OF CREDIT FACILITY AND EXTENSION OF NOTES

New York, NY, February 23, 2005 - Bluefly, Inc. (NASDAQ SmallCap: BFLY), a
leading online retailer of designer brands, fashion trends and superior value
(www.bluefly.com), announced today that it has renewed its credit facility with
Rosenthal & Rosenthal, Inc. for an additional year, through March 30, 2006. The
company also announced that it has completed an extension of approximately $4
million of notes held by affiliates of Soros Private Equity Partners, LLC. The
notes, which were due May 1, 2005, will all have a new maturity date of May 1,
2006. All other terms of both the Rosenthal credit facility and the notes remain
unchanged.

"We are very pleased to have extended our financial partnership with both
Rosenthal and Soros," said Melissa Payner, Bluefly's CEO. "The renewal of these
facilities increases our liquidity and is a key component in our plans to grow
our business in 2005."

ABOUT BLUEFLY, INC.

Founded in 1998, Bluefly, Inc. (NASDAQ SmallCap: BFLY) is a leading online
retailer of designer brands, fashion trends and superior value. Bluefly is
headquartered at 42 West 39th Street in New York City, in the heart of the
Fashion District. For more information, please call 212-944-8000 or visit
www.bluefly.com.

   This press release may include statements that constitute "forward-looking
  statements," usually containing the words "believe," "project," "expect" or
   similar expressions. These statements are made pursuant to the safe harbor
      provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
 cause actual results to differ materially from the forward-looking statements.
 The risks and uncertainties are detailed from time to time in reports filed by
 the company with the Securities and Exchange Commission, including Forms 8-K,
 10-Q and 10-K. These risks and uncertainties include, but are not limited to,
    the company's history of losses and anticipated future losses; need for
additional capital and potential inability to raise such capital; the potential
   failure to forecast revenues and/or to make adjustments to operating plans
necessary as a result of any failure to forecast accurately; unexpected changes
in fashion trends; cyclical variations in the apparel and e-commerce market; the
     availability of merchandise; the need to further establish brand name
   recognition; management of potential growth; and risks associated with our
  ability to handle increased traffic and/or continued improvements to its Web
                                     site.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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