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BFLY > SEC Filings for BFLY > Form 8-K on 29-Oct-2012All Recent SEC Filings

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Form 8-K for BLUEFLY INC


Entry into a Material Definitive Agreement, Termination of a Material Definitive Agre


On October 25, 2012 (the "Closing Date"), Bluefly, Inc. (the "Company"), Eyefly LLC ("Eyefly"), A + D Labs LLC ("A + D Labs") and TwoRoger Associates, Ltd. ("Modo") entered into a Unit Purchase Agreement ("Purchase Agreement") pursuant to which the Company sold its entire 52% controlling membership interest in Eyefly to A + D Labs for a total cash consideration of $100,000 ($50,000 payable on the Closing Date with the remaining $50,000 payable in 10 equal monthly installments). In addition, the Company agreed to write off 75% of the intercompany debt owed to it by Eyefly and to subordinate the remaining 25% until a future date on which Eyefly had cash flow available to pay such debt. Prior to the Closing Date, Eyefly was a majority-owned subsidiary of the Company and was deconsolidated on the Closing Date as the Company no longer has a controlling financial interest. The Company does not have any remaining interest in Eyefly.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement, which is being filed as exhibits to this Current Report on Form 8-K.


In connection with the Purchase Agreement discussed above in Item 1.01, the Eyefly's Operating Agreement was terminated as a result of the sale of the Company's entire controlling membership interest in Eyefly, and, accordingly, the Company is not obligated to make any further capital contributions to Eyefly. In addition, the Company's Management Services Agreement with Eyefly was also terminated in connection with the Purchase Agreement and, accordingly, the Company is not obligated to provide any further services to Eyefly.


(d) Exhibits

Exhibit No.    Description
10.1           Unit Purchase Agreement, dated October 25, 2012, among Eyefly LLC,
               Bluefly, Inc., A + D Labs LLC and Tworoger Associates, Ltd.

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