Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 02 2013 - 4:32PM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number:
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3235-0058
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Expires:
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August 31, 2015
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Estimated average burden hours per
response.
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2.50
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FORM 12b-25
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SEC FILE NUMBER
001-14498
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NOTIFICATION OF LATE FILING
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CUSIP NUMBER
096227
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(Check one):
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x
Form 10-K
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¨
Form
20-F
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¨
Form
11-K
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¨
Form
10-Q
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¨
Form
10-D
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¨
Form
N-SAR
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¨
Form
N-CSR
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For Period Ended:
December 31, 2012
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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¨
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Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Bluefly, Inc.
Full Name of Registrant
Not Applicable
Former Name if Applicable
42 West 39
th
Street, 9
th
Floor
Address of Principal Executive Office
(Street and Number)
New York, NY 10018
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-
K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
The Company has determined that it
requires additional capital to satisfy its working capital requirements; it is currently in active discussions regarding both bridge
financing as well as evaluating strategic alternatives under the direction of a special committee consisting of independent members
of the Bluefly, Inc. (the "Company") Board, together with the assistance of an independent financial advisor. The Company
believes that any such transactions are likely to be substantially dilutive in share price to existing shareholders. The inability
of the Company to consummate the transactions currently under discussion or an alternative transaction, could have a material adverse
effect on the operations of the Company.
In light of the foregoing, the Company
continues to review its financial statements and is unable to file its Annual Report on Form 10-K for the fiscal year ending December
31, 2012, without unreasonable effort or expense within the prescribed time period. In accordance with Rule 12b-25 of the Securities
Exchange Act of 1934, as amended, the Company expects to make such filing not later than the fifteenth calendar date following
the prescribed due date.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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James Gallagher
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(212)
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944-8000
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If
answer is no, identify report(s). Yes
x
No
¨
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(3)
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Is it anticipated that any significant change in
results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof ? Yes
x
No
¨
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
We estimate
(subject to final audit) our net loss for the year ended December 31, 2012 to be between $24 million and $25 million as compared
to a net loss of $11.4 million for the fiscal year ended December 31, 2011. The increase in the 2012 net loss resulted primarily
from operating losses including, but not limited to, the costs associated with the strategic change in our product mix and sales
incentives, decreases in average order size, selling products at lower gross margin percentages, and, to a lesser extent, the
non-cash effects of equity-linked instruments previously issued.
Bluefly,
Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date
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04/02/2013
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By
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/ s / James Gallagher
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James Gallagher
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Chief Financial Officer
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INSTRUCTION: The form may be signed
by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing
the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant
shall be filed with the form.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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