As filed with the Securities and Exchange
Commission on December 12, 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 No.)
435 Hudson Street, New York, New York 10014
(Address of principal executive offices)
(Zip Code)
Stock Option Agreement with Evan Guillemin
(Full title of the Plan)
(212) 807-9060
(Registrant's telephone number, including area code)
Alex S. Navarro, Esq.
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)
_________________________________
CALCULATION OF REGISTRATION FEE
Proposed
Amount Maximum Offering
Title Of Securities To Be Price Per
To Be Registered Registered (1) Share (2)
Common Stock, par 250,000 shares $21.9375
value $.01 per share
Proposed Maximum Amount Of
Aggregate Offering Registration
Price (2) Fee
$5,484,375 $1,662
(1) The maximum number of shares which may be issued pursuant to
the stock option agreement covered by this Registration Statement
(the "Option Agreement"). Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), there
are also being registered such additional indeterminate number of
shares as may be required to cover possible adjustments under the
Option Agreement as a result of the adjustment provisions
therein.
(2) Estimated solely for the purpose of calculating the fee
pursuant to Rule 457(h) and 457(c) under the Securities Act based
the average of the high and low prices of the Registrant's Common
Stock reported on The Nasdaq Stock Market on December 9, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by dELiA*s Inc., a
Delaware corporation (the "Company" or the "Registrant"), are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended January 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1997.
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997.
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1997.
(5) The description of the Company's Common Stock in the
Company's registration statement on Form 8-A (No. 000-21869).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, as amended, 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 by reference in this
Registration Statement and to be part thereof from the date of
filing such documents. Any statement in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest 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 herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-15153)
(the "Form S-1"))
4.2 Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Form S-1)
4.3 Stock Option Agreement between the Company and
Evan Guillemin (incorporated herein by reference to Exhibit 10.7
to the Form S-1)
*5 Opinion of Proskauer Rose LLP
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Richard A. Eisner & Company, LLP
*23.3 Consent of Proskauer Rose LLP (included in Exhibit 5)
*24 Powers 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 the 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 in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (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 Section 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
