As filed with the Securities and Exchange Commission on February
27, 1997
Registration No. 333-_____
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
dELiA*s Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3914035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
435 Hudson Street
New York, New York 10014
(Address of principal executive offices) (Zip code)
dELiA*s Inc. Restricted Stock Plan
dELiA*s Inc. 1996 Stock Incentive Plan
(Full title of the Plans)
Stephen I. Kahn
dELiA*s Inc.
435 Hudson Street
New York, New York 10014
(212) 807-9060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Jeffrey A. Horwitz, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036-8299
(212) 969-3000
_________________________________
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed Amount of
securities registered (1) offering price maximum Registra-
to be per share (2) aggregate tion Fee
registered offering
price (2)
Common 1,954,474 $15.63 $30,548,429 $9,258
Stock, shares
par value
$.01 per
share
(1) The maximum number of shares as to which awards may be
granted under the dELiA*s Inc. Restricted Stock Plan
and the dELiA*s Inc. 1996 Stock Incentive Plan. Under
Rule 416 of the Securities Act of 1933, this
Registration Statement also covers such additional
shares of Common Stock as may be offered or issued to
adjust for any stock splits, stock dividends or similar
transactions.
(2) Computed pursuant to Rule 457(h) promulgated under the
Securities Act of 1933 and is the product of
multiplying the 1,954,474 shares as to which awards may
be granted by $15.63, which is the average of the high
and low price of the Registrant's Common Stock reported
on the Nasdaq National Market on February 25, 1997.
The price stated is estimated solely for the purpose of
calculating the Registration Fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Section 10(a) prospectuses for the dELiA*s Inc.
Restricted Stock Plan and the dELiA*s Inc. 1996 Stock Incentive
Plan (the "Plans") are not being filed with the Securities and
Exchange Commission (the "Commission") as part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
dELiA*s Inc. (the "Registrant" or the "Company") is
registering herewith 1,954,474 shares of its Common Stock, which
are issuable pursuant to the Plans.
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the
Company are incorporated herein by reference:
(1) The Company's prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933.
(2) The description of the Common Stock contained in the
Company's registration statement filed on Form 8-A (No.
000-21869) under Section 12 of the Securities Exchange
Act of 1934 (the "Exchange Act").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's bylaws provide that the Company shall
indemnify each person who was or is a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or
a person of whom he is the legal representative, is or was a
director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action or inaction in an official capacity or in any other
capacity while serving as director, officer, employee or agent,
to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as amended from time to time, against all
costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith, and that indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his heirs, executors and
administrators; provided, however, that, subject to certain
exceptions, the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by that person, only if that proceeding (or
part thereof) was authorized by the board of directors. The
right to indemnification conferred in the bylaws is a contract
right and includes the right to be paid by the Company the
expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the General
Corporation Law of the State of Delaware, as amended from time to
time, requires, the payment of such expenses incurred by a
director or officer in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by
that person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding shall be made only upon
delivery to the Company of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced, if it
shall ultimately be determined that such director or officer is
not entitled to be indemnified under these bylaws or otherwise.
In addition, Article NINTH of the Company's certificate of
incorporation provides that no director shall be personally
liable for any breach of fiduciary duty. Article NINTH does not
eliminate a director's liability (i) for a breach of his or her
duty of loyalty to the Company or its stockholders, (ii) for acts
of intentional misconduct, (iii) under Section 174 of the General
Corporation Law of the State of Delaware for unlawful
declarations of dividends or unlawful stock purchases or
redemptions, or (iv) for any transactions from which the director
derived an improper personal benefit.
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or
officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful.
In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit,
and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the
State of Delaware provides that a corporation may eliminate or
limit the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision
becomes effective.
Pursuant to Section 145 of the General Corporation Law of
the State of Delaware, the Company maintains directors' and
officers' liability insurance coverage.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's registration statement on Form S-1
(Registration No. 333-15153))
4.2 Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's registration
statement on Form S-1 (Registration No. 333-
15153))
4.3 dELiA*s Inc. 1996 Stock Incentive Plan
(incorporated by reference to Exhibit 10.5 to the
Company's registration statement on Form S-1
(Registration No. 333-15153))
4.4 dELiA*s Inc. Restricted Stock Plan (incorporated
by reference to Exhibit 10.6 to the Company's
registration statement on Form S-1 (Registration
No. 333-15153))
* 5 Opinion of Proskauer Rose Goetz & Mendelsohn LLP
re: validity of securities
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Richard A. Eisner & Company, LLP
*23.3 Consent of Proskauer Rose Goetz & Mendelsohn LLP
(contained in opinion filed as Exhibit 5)
*24 Power of Attorney (included on signature page)
* Filed herewith
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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-8 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 this 26th day of
February, 1997.
dELiA*s Inc.
By: /s/ Stephen I. Kahn
Stephen I. Kahn
Chairman of the Board,
President and Chief
Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and
officer whose signature appears below hereby constitutes and
appoints Stephen I. Kahn, Christopher C. Edgar and Evan
Guillemin, or any of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution, to sign on his
behalf individually and in any and all capacities (until revoked
in writing), any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all other documents
in connection therewith with the Securities and Exchange
Commission, granting to such attorneys-in-fact and agents, and
each of them, full power and authority to do all such other acts
and things requisite or necessary to be done, and to execute all
such other documents as they, or any of them, may deem necessary
or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Stephen I. Kahn Chairman of the Board, February 26, 1997
Stephen I. Kahn President, Chief
Executive Officer
and Director
(principal executive
officer)
/s/ Evan Guillemin Chief Financial February 26, 1997
Evan Guillemin Officer, Secretary
and Treasurer
(principal financial
and accounting officer)
/s/ Christopher C. Edgar Executive Vice February 26, 1997
Christopher C. Edgar President, Chief
Operating Officer
and Director
/s/ S. Roger Horchow Director February 26, 1997
S. Roger Horchow
/s/ Sidney S. Kahn Director February 26, 1997
Sidney S. Kahn
/s/ Geraldine Karetsky Director February 26, 1997
Geraldine Karetsky
/s/ Joseph J. Pinto Director February 26, 1997
Joseph J. Pinto
EXHIBIT INDEX
Exhibit
Number Description
4.1 Certificate of incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's registration statement on Form S-1
(Registration No. 333-15153))
4.2 Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's registration
statement on Form S-1 (Registration No. 333-
15153))
4.3 dELiA*s Inc. 1996 Stock Incentive Plan
(incorporated by reference to Exhibit 10.5 to the
Company's registration statement on Form S-1
(Registration No. 333-15153))
4.4 dELiA*s Inc. Restricted Stock Plan (incorporated
by reference to Exhibit 10.6 to the Company's
registration statement on Form S-1 (Registration
No. 333-15153))
* 5 Opinion of Proskauer Rose Goetz & Mendelsohn LLP
re: validity of securities
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Richard A. Eisner & Company, LLP
*23.3 Consent of Proskauer Rose Goetz & Mendelsohn LLP
(contained in opinion filed as Exhibit 5)
*24 Power of Attorney (included on signature page)
* Filed herewith
EXHIBIT 5
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036-8299
February 26, 1997
The Board of Directors
dELiA*s Inc.
435 Hudson Street
New York, New York 10014
Ladies and Gentlemen:
We are acting as counsel to dELiA*s Inc., a Delaware
corporation (the "Company"), in connection with the registration
statement on Form S-8 (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, relating to the
registration of 1,954,474 shares of the common stock, par value
$.01 per share, of the Company ("Common Stock"). The Common
Stock is to be issued by the Company pursuant to the Company's
Restricted Stock Plan and the Company's 1996 Stock Incentive Plan
(the "Plans").
As such counsel, we have participated in the preparation of
the Registration Statement and have reviewed the corporate
minutes relating to the issuance of the Common Stock pursuant to
the Plans and have also examined and relied upon originals or
copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements and
instruments relating to the Company, and certificates of public
officials and of representatives of the Company.
Based upon, and subject to, the foregoing, we are of the
opinion that the Common Stock is duly authorized and, upon
issuance of the Common Stock in accordance with the terms of the
Plans, will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid and non-assessable.
The foregoing opinion relates only to matters of the General
Corporation Law of the State of Delaware and does not purport to
express any opinion on the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. In giving the foregoing consent,
we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Proskauer Rose Goetz
& Mendelsohn LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of dELiA*s Inc. on Form S-8 of our report dated October
4, 1996, (December 18, 1996 as to Note 10) appearing in the
Prospectus of dELiA*s Inc., which is incorporated by reference in
this Registration Statement.
We also consent to the reference to us under the headings
"Selected Financial Data" and "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
February 24, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of dELiA*s Inc. (the
"Company") of our report dated August 14, 1996 (with respect to
the first paragraph of Note 10a, December 18, 1996) relating to
the balance sheets of the Company as at January 31, 1995 and
January 31, 1996 and the related statements of operations,
stockholders' equity and cash flows for the years then ended and
for the period September 9, 1993 (inception) to January 31, 1994
included in the Company's prospectus dated December 19, 1996.
/s/ Richard A. Eisner & Company, LLP
New York, New York
February 24, 1997
