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
February 6, 2007
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BLUE NILE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| DELAWARE
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000-50763
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91-1963165 |
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION FILE
NUMBER)
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(I.R.S. EMPLOYER
IDENTIFICATION NO.) |
705 FIFTH AVENUE SOUTH, SUITE 900, SEATTLE, WASHINGTON, 98104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(206) 336-6700
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 12, 2007, Blue Nile, Inc. issued a press release announcing financial results for the
fourth quarter and full year ended December 31, 2006. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read in
conjunction with the note regarding forward-looking statements, which is included in the text of
the press release.
The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, unless
expressly set forth by specific reference in such filing.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
On February 6, 2007, Brian McAndrews notified the
Board of Directors of Blue Nile, Inc. (the
“Company”) of his decision not to stand for re-election to the Board of Directors at the Company’s
annual meeting of stockholders in 2007. Mr. McAndrews will continue to serve as a director of the
Company until the 2007 annual meeting of stockholders, which is currently expected to be held in
May 2007.
In connection with Mr. McAndrews’s decision not to
stand for re-election, the Board of Directors reduced the size of the Board of Directors from eight members to seven members effective
as of the date of the 2007 annual meeting of stockholders.
On
February 6, 2007, the Board of Directors promoted Diane Irvine, age
48, to President of Blue Nile. Ms. Irvine has
served as Blue Nile’s Chief Financial Officer since December
1999 and as director since May 2001. As
President, Ms. Irvine will be responsible for the Company’s day-to-day operations and will continue
to hold the position of Chief Financial Officer until her successor
is named. Ms. Irvine’s current salary and the other material terms of her employment with Blue Nile have not
been modified. Mr. Vadon, who previously held the office of
President, will continue in
his role as Chairman of the Board of Directors and Chief Executive Officer.
A copy of the press release announcing Ms. Irvine’s appointment is attached as Exhibit 99.1 to this
Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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| EXHIBIT |
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DESCRIPTION |
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99.1 |
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Press
release, dated February 12, 2007, issued by Blue Nile, Inc. |