Unassociated Document
Registration No. 333-127176
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______
BLUEFLY, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
13-3612110
 (State or Other Jurisdiction of Incorporation or Organization) 
(I.R.S. Employer Identification Number)

42 West 39th Street
New York, New York 10018
(212) 944-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of the
Registrant's Principal Executive Offices)

Melissa Payner-Gregor
Chief Executive Officer
Bluefly, Inc.
42 West 39th Street
New York, New York 10018
(212) 944-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
_______
Copies to:

Jonathan P. Freedman, Esq.
Bluefly, Inc.
42 West 39th Street
New York, New York 10016
(212) 944-8000
_______
 
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x

 
 
 

EXPLANATORY NOTE
 
On August 4, 2005, Bluefly, Inc. (the “Company”) filed a registration statement on Form S-3 (File No. 333-127176) (the “Registration Statement”), registering for resale certain shares of the Company’s Common Stock issued to certain selling stockholders (the “Selling Stockholders”).  The Registration Statement was declared effective on August 23, 2005.
 
The Registration Statement was filed in connection with certain obligations of the Company to the Selling Stockholders to register the resale of such shares. The Company has no further obligation to maintain the effectiveness of this Registration Statement, and thus is filing this Post-Effective Amendment in order to remove from registration any such shares that remain unsold.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 8, 2009.
 
BLUEFLY, INC.
 
By:
/s/ Melissa Payner-Gregor
  
Melissa Payner-Gregor
  
Chief Executive Officer
  
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
 
TITLE
  
DATE
         
/s/ Melissa Payner-Gregor
  
Chief Executive Officer and Director (Principal Executive Officer)
  
April 8, 2009
Melissa Payner-Gregor
      
         
/s/ Kara B. Jenny
  
Chief Financial Officer (Principal Financial and Accounting Officer)
  
April 8, 2009
Kara B. Jenny
      
         
/s/ Riad Abrahams
  
Director
  
April 8, 2009
Riad Abrahams
        
         
/s/ Mario Ciampi
  
Director
  
April 8, 2009
Mario Ciampi
        
         
/s/ Barry Erdos
  
Director
  
April 8, 2009
Barry Erdos
        
         
/s/ Michael Helfand
  
Director
  
April 8, 2009
Michael Helfand
        
         
/s/ Ann Jackson
  
Director
  
April 8, 2009
Ann Jackson
        
         
/s/ Anthony Plesner
  
Director
  
April 8, 2009
Anthony Plesner
        
         
/s/ Martin Miller
  
Director
  
April 8, 2009
Martin Miller
        
         
/s/ Neal Moszkowski
  
Director
  
April 8, 2009
Neal Moszkowski
        
         
/s/ David Wassong
  
Director
  
April 8, 2009
David Wassong