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 EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 123, 2013

BLUEFLY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-14498

13-3612110

(State or other jurisdiction

of incorporation)

(Commission file

number)

(I.R.S. Employer

Identification No.)

42 West 39^th Street, New York, New York

10018

(Address of principal executive offices)

(Zip Code)

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

~~(1)~~ N/A

(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:

o ¨ 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)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting material~~Item ~~pursuant~~8.01. toOther ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~Events.~~14a-12)~~

~~o Pre-commencement communications~~On ~~pursuant~~May to23, ~~Rule 14d-2~~2013, Bluefly, Inc. (b“Bluefly”) ~~under~~issued a press release regarding a Stock Purchase Agreement entered into between Bluefly and Runway Acquisition Sub, Inc., and the ~~Exchange~~transactions ~~Act~~contemplated ~~(17~~thereby. ~~CFR~~A ~~240~~copy of the press release is attached as Exhibit 99.~~14d~~1 to this Current Report on Form 8-~~2(b))~~K.

~~o Pre-commencement communications~~Item ~~pursuant~~9.01. toFinancial ~~Rule 13e-4(c)~~Statements ~~under~~and ~~the Exchange Act (17 CFR 240~~Exhibits.~~13e-4(c))~~

~~ITEM~~(d) ~~8.01 Other Events.~~Exhibits

~~While~~Exhibit ~~Bluefly, Inc~~No. (the “Company”) continues to be in active discussions regarding a strategic transaction, the consideration payable to shareholders is expected to be minimal. We currently have sufficient funds to support our operations until the anticipated closing date of the transaction. There can be no assurance that the proposed transaction can be consummated.Description

~~This Form 8-K may include statements that constitute “forward-looking statements,” usually containing the words “believe,” “project,” “expect” or similar expressions~~99. ~~These~~1 ~~statements~~Press 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 CommissionRelease, ~~including~~dated ~~Forms~~May ~~8-K~~23, 10-Q and 10-K. These risks and uncertainties include, but are not limited to, the following: we do not have a binding agreement regarding the consummation of any strategic transaction and there can be no assurance that a definitive agreement regarding a strategic transaction can be reached or consummated; the Company’s limited capital; the Company’s history of losses and anticipated future losses; the risk of default by us under our credit facility and the consequences that might arise from us having granted a lien on substantially all of our assets under that agreement; the dependence on third parties and certain relationships for certain services, and our dependence on our third-party web hosting, fulfillment and customer service centers; and our dependence upon executive personnel who do not have long-term employment agreements.2013

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)
	BLUEFLY, INC.
Date: May 2, 2013	By:	/s/ James Gallagher
	(Registrant)
		Name: James Gallagher Title: Chief Financial Officer
Date: May 24, 2013	By:	/s/ James Gallagher
	Name:	James Gallagher
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated May 23, 2013

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