As filed with the Securities and Exchange Commission on August 12, 1998
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
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 Identification No.)
incorporation or organization)
435 Hudson Street, New York, New York 10014
(212) 807-9060
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
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)
Copy to:
Jeffrey A. Horwitz, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York, 10036
(212) 969-3000
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement has been declared 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. [ ]
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 reinvestment plans, check the following box. [ ]
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. [ ]
<PAGE>
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be aggregate offering aggregate offering registration
securities to be registered registered price per unit (1) price (1) fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 604,167 shares $16.84375 $10,176,438 $3,003
$.01 per share
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the fee pursuant to Rule
457(c) under the Securities Act of 1933 based on the average of the high
and low prices of the Registrant's Common Stock reported on The Nasdaq
Stock Market on August 10, 1998.
------------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 12, 1998
- --------------------------------------------------------------------------------
PROSPECTUS
604,167 Shares of Common Stock
dELiA*s Inc.
------------------------------
All of the 604,167 shares of common stock, par value $.01 per share
("Common Stock"), of dELiA*s Inc., a Delaware corporation (the "Company"), are
being sold by a stockholder of the Company (the "Selling Stockholder"). The
Company will not receive any proceeds from the sale of shares by the Selling
Stockholder. See "Selling Stockholder." The Common Stock is traded on The Nasdaq
Stock Market under the symbol DLIA.
------------------------------
See "Risk Factors" starting on page 4 for a discussion of certain
factors to be considered by prospective investors.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or make any representations not contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Stockholder. This
Prospectus does not constitute an offer of any securities other than those to
which it relates or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstance, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
August __, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
The Company.......................... 2
Recent Developments.................. 2
Available Information................ 3
Incorporation By Reference........... 3
Risk Factors......................... 4
Selling Stockholder.................. 9
Plan of Distribution................. 10
Legal Opinion........................ 11
Experts.............................. 11
</TABLE>
THE COMPANY
dELiA*s Inc. (together with its consolidated subsidiaries, the
"Company") is a teen-focused marketer of casual apparel, accessories, cosmetics,
home furnishings and soccer merchandise. Through the dELiA*s catalog and web
site which targets girls and young women between the ages of 10 and 24 (an age
group known as "Generation Y"), the Company believes it is the leading direct
marketer of casual apparel, related accessories and cosmetics distributing a
print and on-line catalog to Generation Y. Through its TSI Soccer catalog,
retail stores and web site, the Company is a leading direct marketer and
retailer of specialty soccer merchandise to Generation Y boys and girls. The
dELiA*s catalog and web site feature a broad assortment of merchandise including
recognized and emerging brands complemented by dELiA*s own branded products.
Merchandise ranges from basics, such as jeans, shorts and t-shirts to more
fashion-oriented apparel and accessories, such as woven and knit junior dresses,
swimwear, sunglasses, watches, costume jewelry and cosmetics. The TSI Soccer
catalog, retail stores and web site offer a wide range of soccer shoes, apparel
and equipment. The Company operates two dELiA*s outlet stores and expects to
open two additional dELiA*s outlet stores in the second half of 1998. The
Company has also tested a home furnishings and home accessories catalog titled
Contents, which targets the core dELiA*s market of Generation Y girls and young
women.
Through a recent acquisition (see "Recent Developments"), the Company
acquired 26 retail stores which sell apparel to Generation Y boys and girls (the
"Screeem! Business"). The acquired stores include 11 stores operating under the
Screeem! name and concept, as well as 15 stores currently operating under the
Jean Country name, the majority of which the Company intends to convert to
Screeem! stores over the next 12 months. The Screeem! stores provide a dynamic
Soho-inspired shopping experience, featuring live DJs, fashion models and
promotional appearances and events. Screeem! offers its customers progressive,
fashion-forward, unisex branded apparel focusing principally on denim and
fashion bottoms, t-shirts and tops, accessories, novelties and shoes. All of the
stores are located in major regional shopping malls in New York, New Jersey,
Connecticut, Pennsylvania and Massachussets.
The Company's executive offices are located at 435 Hudson Street, New
York, New York 10014, and its telephone number is (212) 807-9060.
RECENT DEVELOPMENTS
On July 10, 1998, the Company, through two wholly-owned subsidiaries,
acquired assets located in 20 retail stores operated under the Screeem! and Jean
Country names, as well as the leases for such stores, from American Retail
Enterprises, L.P. ("ARE") and certain affiliates of ARE. The Company, through
its subsidiaries,
2
<PAGE>
acquired assets located in six additional Screeem! and Jean Country stores, as
well as the leases for those stores, in subsequent closings held on July 17 and
July 24, 1998. The Company, through its subsidiaries, also acquired the
Screeem!, Jean Country and American Rocket trademarks. The acquisition (the
"Screeem! Acquisition") was completed pursuant to an Asset Purchase Agreement
dated June 1, 1998, as amended. The purchase price for the acquisition consisted
of $10,025,000 in cash and 812,501 shares of Common Stock. See "The Company."
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is hereby made to the
Registration Statement, to the documents incorporated by reference therein and
to the exhibits thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
Such Registration Statement, reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities of the Commission at its principal office at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices at Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661, and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies
of each such document may be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information on the
operation of the Commission's public reference facilities may be obtained by
calling the Commission at (800) SEC-0330. The Commission also maintains a
Website (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding registrants that file electronically
with the Commission. The Common Stock is quoted for trading on The Nasdaq Stock
Market and reports, proxy statements and other information concerning the
Company may also be inspected at the offices of The Nasdaq Stock Market, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year ended January
31, 1998.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998.
(3) The Company's Current Report on Form 8-K, dated July 27, 1998.
(6) The description of the Common Stock in the Company's registration
statement on Form 8-A (No. 000-21869).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this offering shall be deemed to be
3
<PAGE>
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
modified or superseded, for purposes of this Prospectus, to the extent that a
statement contained herein or in any subsequently filed document which 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 Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Such requests should be directed
to dELiA*s Inc., 435 Hudson Street, New York, New York 10014, Attention:
Corporate Secretary, telephone number (212) 807-9060.
RISK FACTORS
Prospective investors should carefully consider the factors set forth
below, in addition to the other information contained or incorporated by
reference in this Prospectus, in evaluating an investment in the Common Stock
offered hereby.
Seasonal and Quarterly Fluctuations. The Company is subject to seasonal
fluctuations in its merchandise sales and results of operations. The Company
expects its sales and operating results generally to be lower in the second
quarter and higher in the fourth quarter (which includes the holiday season) of
each fiscal year. The Company's quarterly results may fluctuate as a result of
numerous factors, including the timing, quantity and cost of catalog mailings
(including sale circulars), the response rates to such mailings, the timing of
merchandise deliveries, market acceptance of the Company's merchandise
(including new merchandise categories or products introduced), the mix, pricing
and presentation of products offered and sold, the hiring and training of
additional personnel, the timing of inventory writedowns, the incurrence of
other operating costs and factors beyond the Company's control, such as general
economic conditions and actions of competitors. Accordingly, the results of
operations in any quarter will not necessarily be indicative of the results that
may be achieved for a full fiscal year or any future quarter.
Decline in Catalog Response Rates Associated with Growth Strategy. The
Company's aggregate response rates from catalogs mailed in fiscal 1997 declined
relative to catalogs distributed in fiscal 1996 as the Company mailed multiple
editions during each quarter of fiscal 1997 to a large number of persons who had
received a prior edition of those catalogs earlier in such quarter. The Company
believes response rates will usually decline when it mails additional catalog
editions within the same fiscal period. In addition, as the Company continues to
increase the number of catalogs it mails and mails these catalogs to a broader
group of new customers, it has observed that new customers respond at lower
rates than the Company's existing customers have historically responded. This
trend in response rates has begun to have a material adverse effect on the
Company's rate of sales growth and on the Company's profitability. There can be
no assurance that response rates will not continue to decline, both for new
customers and for the Company's existing customers. Material decreases in
response rates to the Company's catalogs would have a material adverse effect on
the Company.
Operational, Management and Inventory Risks of Growth Strategy. The recent
growth in the Company's operating income has resulted largely from increases in
the number of catalogs mailed by the Company and the number of products included
in its catalogs. The Company distributed approximately 13 million catalogs in
fiscal 1996, 40 million catalogs in fiscal 1997 and anticipates mailing in
excess of 55 million catalogs in fiscal 1998. This growth has placed significant
demands on the Company's management, administrative, operational and financial
resources. The Company intends to continue to pursue a growth-oriented strategy
for the foreseeable
4
<PAGE>
future and its future operating results will largely depend on its ability to
manage a larger business. Managing its growth will require the Company to
continue to implement and improve its operations and financial and management
information systems and to continue to expand, motivate and effectively manage
its workforce. Investments in infrastructure will increase the Company's
operating expenses, which could have a material adverse effect on the Company if
anticipated sales do not materialize. The Company plans to continue to increase
the number of catalogs it mails and the frequency of such mailings. These
actions will result in lower response rates and operating margins. Furthermore,
as the Company's sales increase, the Company anticipates maintaining higher
inventory levels in an effort to continue to maintain satisfactory fulfillment
rates for its catalog customers. This anticipated increase in inventory levels
will expose the Company to greater risk of excess inventories and inventory
obsolescence, which could have a material adverse effect on the Company.
The Company is developing a number of new business opportunities, including
opening additional retail stores, publishing additional catalogs targeted at
other markets, developing traditional or electronic publishing ventures
ancillary to its existing business and expanding its use of electronic
interactive media for promotional and customer development purposes. There can
be no assurance the Company will successfully implement any or all of these
plans. Failure to implement successfully any of these plans, if pursued, could
have a material adverse effect on the Company.
Changes in Merchandise Trends and Industry Risks. The Company's success
depends, in part, on management's ability to anticipate the fashion tastes of
its customers and to offer merchandise that appeals to their preferences on a
timely and affordable basis. The fashion tastes of the Company's customers are
expected to change frequently and the failure of the Company successfully to
anticipate, identify or react to changes in styles, trends or brand preferences
of its customers could lead to, among other things, excess inventories and price
markdowns, which could have a material adverse effect on the Company. In
addition, misjudgments in merchandise selection could adversely affect the
Company's image with its customers, which could have a material adverse effect
on the Company.
The Company plans to continue to increase the amount of merchandise
manufactured under its own labels. If customers react poorly to such dELiA*s
products, or if the Company is not able to source effectively these products, it
could have a material adverse effect on the Company.
The apparel and accessories industries are cyclical. Purchases of apparel
and accessories tend to decline during recessionary periods and may decline at
other times. There can be no assurance that the Company will be able to maintain
its historical rate of growth, particularly if the retail environment declines.
A recession in the national or regional economies or uncertainties regarding
future economic prospects, among other things, could affect consumer spending
habits and have a material adverse effect on the Company. The Company's business
is sensitive to consumer spending patterns and preferences. Shifts in consumer
discretionary spending away from casual apparel and accessories to other
consumer goods also could have a material adverse effect on the Company.
Ability to Develop and Maintain Proprietary Customer Lists. The Company
mails catalogs to names in its proprietary database (which are primarily derived
from word-of-mouth inquiries and responses to the Company's advertising) and to
potential customers whose names are obtained from purchased and rented lists.
Approximately 36% of the names of persons to whom the Company mailed its fiscal
1997 catalogs were derived from purchased and rented lists, and the Company
anticipates continuing its use of such lists. Names derived from purchased or
rented lists may generate lower response rates than names derived from
word-of-mouth requests. As the Company increases its use of rented lists
relative to its use of names in its database and continues to increase the
number of catalogs it mails and the frequency of such mailings, its overall
response rates have declined and are likely to continue to decline. In addition,
the Company's database primarily contains names of teen girls and young women.
As these individuals age beyond their teens, they may no longer purchase
products aimed at younger individuals. Accordingly, the Company must constantly
update its mailing lists to identify new, prospective teen customers. Failure to
do so could have a material adverse effect on the Company.
5
<PAGE>
Recently, there has been increasing public concern regarding the
compilation, use and distribution of information about teens and children.
Federal legislation has been introduced in the U.S. Congress that proposes
restrictions on persons, principally list brokers, that sell, purchase or
otherwise use for commercial purposes personal information about teens (under
the age of 16) and children. List brokerage is not a material part of the
Company's business but the Company does mail catalogs to persons whose names
were derived from purchased or rented lists. The Company may increase its use of
purchased and rented lists or, in the future, decide to increase its list
brokerage business. Consequently, the proposed legislation, or other similar
laws or regulations that may be enacted, could impair the Company's ability to
collect customer names or profit from future plans to sell demographic
information relating to the teen population. Additional legislation has been
proposed that would limit the Company's ability to collect customer information
from children under the age of 13 without parental consent. If enacted, such
legislation would also limit the Company's ability to mail catalogs and sell
goods to such children. Furthermore, additional legislation or regulations could
limit the Company's ability to continue to compile personal information on teens
or to use that information in the course of its business, which could have a
material adverse effect on the Company.
Risks Associated With Acquisitions. The Company expects from time to time
to consider making additional acquisitions within and outside the direct mail,
retail and apparel industries, but there can be no assurance that the Company
will be able to make such acquisitions, either on favorable terms or at all. The
Company has made three acquisitions, the acquisitions of TSI Soccer Corporation,
gURL, Interactive Inc. and the Screeem! Business, and there can be no assurance
such acquisitions will prove successful.
Acquisitions involve a number of special risks, including the diversion of
management's attention to the assimilation of operations and the assimilation
and retention of the personnel of acquired companies and potential adverse
short-term effects on the Company's operating results. In addition, the Company
may require additional debt or equity financing for future acquisitions, which
may not be available on terms favorable to the Company, if at all. The inability
of the Company successfully to finance, complete and integrate acquisitions in a
timely manner could have a material adverse effect on the Company.
Reliance on Third Party Shippers. The Company relies on third party
shippers (including the United States Postal Service, United Parcel Service and
FedEx) to ship merchandise to the Company's customers. Strikes or other service
interruptions affecting the Company's shippers could have a material adverse
effect on the Company's ability to deliver merchandise on a timely basis.
Dependence on Key Vendors. The Company's business depends, in part, on the
Company's ability to purchase current-season brand-name apparel and soccer
merchandise at competitive prices, in sufficient quantities and of acceptable
quality. While no vendor accounted for more than 9% of sales generated by fiscal
1997 dELiA*s catalogs, two vendors accounted for approximately 56% of sales of
the Company's TSI Soccer Corporation subsidiary in fiscal 1997. One of those
vendors, adidas, accounted for approximately 13% of the Company's sales in
fiscal 1997. The Company does not have a long-term contract with adidas or any
other supplier. In addition, many of the Company's smaller vendors have limited
resources, production capacities and operating histories. The failure of key
vendors to expand with the Company, the loss of one or more key vendors,
including adidas, a material change in the Company's current purchase terms or a
limitation on the Company's ability to procure products could have a material
adverse effect on the Company.
Dependence on Key Personnel. The success of the Company has largely
depended upon the efforts and abilities of its senior management, including the
Company's co-founders, Stephen I. Kahn, Chairman of the Board, President and
Chief Executive Officer, and Christopher C. Edgar, Executive Vice President and
Chief Operating Officer. The loss of one or more of its key employees could have
a material adverse effect on the Company.
Competition. The apparel and accessories industries and the soccer
specialty market are highly competitive, and the Company expects competition in
these markets to increase. The Company's dELiA*s catalog competes with
traditional department store retailers, as well as specialty apparel and
accessory retailers, for teen and young-
6
<PAGE>
adult customers. The dELiA*s catalog also competes with other direct marketers,
some of which may specifically target the Company's customers. The TSI Soccer
catalog and retail stores compete with several other soccer specialty direct
marketers, soccer specialty retailers, as well as general athletic merchandise
retailers. Many of the Company's competitors are larger and have substantially
greater financial, distribution and marketing resources than the Company.
There are few barriers to entry in the teen apparel and accessories market
and in the soccer specialty market. The Company believes that its recent success
in the teen apparel market has attracted the attention of other catalogers, as
well as store-based retailers and apparel manufacturers, some of which have
entered or are likely to enter this market. The Company also could face
competition from manufacturers of apparel and accessories (including the
Company's current vendors), who could market their products directly to retail
customers or make their products more readily available in retail stores or
through other catalogs or the internet. In addition, competitors could enter
into exclusive distribution arrangements with the Company's vendors and deny the
Company access to their products. Increased competition could result in pricing
pressures, increased marketing expenditures and loss of market share, and could
have a material adverse effect on the Company.
The Company expects that the direct marketing industry will be affected by
technological changes in distribution and marketing methods, such as on-line
catalogs, retail kiosks and Internet shopping. The Company believes its success
will depend, in part, on its ability to adapt to new technologies and to respond
to competitors' actions in these areas. Adapting to new technologies could
require significant capital expenditures by the Company. There can be no
assurance that the Company will remain competitive in response to technological
changes.
Fluctuations in Postage and Paper Expenses. Postage and paper expenses, in
the aggregate, equaled approximately 13% of the Company's net sales in fiscal
1997. The Company has not passed on, and has no future plans to pass on, the
costs of catalog mailings and paper to its customers. Material increases in
paper or catalog delivery costs could have a material adverse effect on the
Company.
Reliance on Information Systems. The Company's success depends, in part, on
its ability to provide prompt, accurate and complete service to its customers on
a competitive basis, and to purchase and promote products, manage inventory,
ship products, manage sales and marketing and maintain efficient operations
through its telephone and management information systems. A significant
disruption in its telephone and management information systems could adversely
affect the Company's relations with its customers and vendors and its ability to
manage its operations. Furthermore, there can be no assurance that extended or
repeated reliance on the Company's back-up computer and telephone systems would
not have a material adverse effect on the Company.
Catalog Delivery Risks. The Company attempts to deliver its catalogs to its
customers at timely seasonal intervals. The failure of the Company to deliver
catalogs at appropriate times, or the occurrence of postal delays or disruptions
in the mailing of catalogs, could affect the demand for the Company's products
or the timing of the Company's sales and could have a material adverse effect on
the Company.
International Business Risks. The Company recently began to distribute its
dELiA*s catalog in Japan and Canada and to explore distribution opportunities in
other international markets. Approximately 2% of the Company's net sales for
fiscal 1997 were from sales to customers outside the United States,
substantially all of whom were located in Japan. In addition, certain of the
Company's vendors procure products from outside the United States (approximately
48% of the Company's sales in fiscal 1997 were of products the Company believes
were manufactured outside the United States), and the Company has begun to
purchase merchandise for its dELiA*s-branded apparel directly from non-U.S.
manufacturers. The Company's international business is subject to a number of
risks generally associated with doing business abroad, including the opening and
management of foreign offices and distribution centers, maintenance of uniform
quality of merchandise, development of customer lists and marketing channels,
disruptions or delays in shipping, fluctuations in the value of foreign
currencies, exposure to potentially adverse tax consequences, imposition of
import/export duties and quotas and unexpected regulatory, economic and
political changes in foreign markets. There can be no assurance these factors
will not
7
<PAGE>
have a material adverse effect on the Company. Furthermore, expansion into new
international markets may present competitive and merchandising challenges
different from those the Company currently faces. There can be no assurance the
Company will expand internationally or that any such expansion will result in
profitable operations.
Dependence on Intellectual Property. There can be no assurance that the
actions taken by the Company to establish and protect its trademarks and other
proprietary rights (including the dELiA*s name, the dELiA*s logo and the daisy
("*") symbol) will prevent imitation of its products and services or
infringement of its intellectual property rights by others. In addition, there
can be no assurance others will not resist or seek to block sales of the
Company's products as violative of their trademark and proprietary rights.
Risk that the Company May Be Required to Collect Sales Tax. At present, the
Company does not collect sales or other similar taxes in respect of shipments of
goods into most states. However, various states have sought to impose state
sales tax collection obligations on out-of-state mail-order companies, such as
the Company. A successful assertion by one or more states that the Company
should have collected or be collecting sales taxes on the sale of products could
have a material adverse effect on the Company.
Control by Principal Stockholder. As of July 31, 1998, Stephen I. Kahn, the
Chairman, Chief Executive Officer and President of the Company, beneficially
owned approximately 48.3% of the outstanding shares of Common Stock, including
2,999,825 shares he owns directly and an additional 3,780,535 shares in the
aggregate subject to a stockholders agreement among certain of the Company's
existing stockholders (the "Family Stockholders Agreement") and agreements with
holders of restricted stock. Under the Family Stockholders Agreement, Mr. Kahn
is entitled, among other things, to vote and restrict the transfer of all the
shares subject to the Family Stockholders Agreement, and, under the agreements
with holders of restricted stock, Mr. Kahn is entitled to vote such holders'
shares. Therefore, Mr. Kahn can control the election of directors of the Company
and the outcome of all issues submitted to a vote of stockholders of the
Company. The foregoing, together with certain provisions in the Company's
certificate of incorporation, may make it more difficult for a third party to
acquire, and may discourage acquisition bids for, the Company and could limit
the price that certain investors might be willing to pay for shares of Common
Stock. In addition, stockholders may take any action by written consent in
accordance with the General Corporation Law of the State of Delaware and the
Company's bylaws, which may allow Mr. Kahn to direct corporate action without
advance notice to other stockholders.
Possibility of Adverse Effect on the Market Price of the Common Stock by
Virtue of Certain Takeover Provisions. Certain provisions of the Company's
certificate of incorporation and bylaws may make it more difficult for a third
party to acquire, or may discourage acquisition bids for, the Company and could
limit the price that certain investors might be willing to pay in the future for
shares of Common Stock. These provisions, among other things, (a) divide the
board of directors into three classes, (b) require the affirmative vote of the
holders of at least 66-2/3% of the shares to approve a sale, lease, transfer or
exchange of all or substantially all the assets of the Company, (c) require the
affirmative vote of the holders of at least 66-2/3% of the shares to remove a
director or to fill a vacancy on the board of directors, (d) require the
affirmative vote of the holders of at least 66-2/3% of the shares to amend or
repeal certain provisions of the certificate of incorporation and (e) require
the affirmative vote of the holders of at least 66-2/3% of the shares or
two-thirds of the members of the board of directors to amend or repeal the
bylaws of the Company. In addition, the rights of holders of Common Stock will
be subject to, and may be adversely affected by, the rights of any holders of
Preferred Stock that may be issued in the future and that may be senior to the
rights of the holders of Common Stock. Under certain conditions, Section 203 of
the General Corporation Law of the State of Delaware would prohibit the Company
from engaging in a "business combination" with an "interested stockholder" (in
general, a stockholder owning 15% or more of the Company's outstanding voting
stock) for a period of three years from the date that such stockholder becomes
an "interested stockholder."
Absence of Dividends. The Company intends to retain any future earnings for
use in its business and, therefore, does not anticipate paying any cash
dividends on the Common Stock in the foreseeable future.
8
<PAGE>
Limited Trading History; Possible Volatility of Stock Price. The Company's
stock price has fluctuated substantially since its initial public offering in
December 1996. The Company believes factors such as actions of competitors and
quarterly variations in operating results, as well as changes in market
conditions, analysts' estimates and the stock market may cause the market price
of the Common Stock to fluctuate significantly. Further, the stock market has
historically experienced volatility that sometimes has been unrelated to a
company's operating performance.
SELLING STOCKHOLDER
The following table sets forth certain information as of the date of
this Prospectus with respect to the Selling Stockholder. All of the shares to be
sold by the Selling Stockholder represent shares acquired by it in connection
with the Screeem! Acquisition. See "Recent Developments." The Company will not
receive any of the proceeds from the sales of shares by the Selling Stockholder.
Beneficial ownership after the offering will depend on the number of shares sold
by the Selling Stockholder.
<TABLE>
<CAPTION>
Percentage of
Number of Shares Outstanding
Owned Prior to Shares Owned Number of Shares
Selling Stockholder Offering (1) Prior to Offering (1) Offered
- ------------------- ------------ --------------------- -------
<S> <C> <C> <C>
American Retail Enterprises, L.P.(2) 812,501(3) 5.7% 604,167
</TABLE>
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 under the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rule, beneficial ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of the date of this
Prospectus.
(2) ARE directly holds the shares listed opposite its name. Each of The Pants
Set, Inc. ("Pants Set") and Landmark Pants Corp. ("Landmark"), as general
partners of ARE, may be deemed to be the beneficial owner of all such shares for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange
Act"). William R. Siegel ("Siegel"), as President of Pants Set and Vice
President of Landmark, may be deemed to be the beneficial owner of all such
shares for purposes of Rule 13d-3 under the Exchange Act. Ronald L. Lubel
("Lubel"), as President of Landmark, may be deemed to be the beneficial owner of
all such shares for purposes of Rule 13d-3 under the Exchange Act. Each of Pants
Set, Landmark, Siegel and Lubel disclaims any beneficial ownership of any such
shares. All of the above-mentioned entities and persons disclaim group
attribution.
(3) 208,334 of such shares are subject to an escrow arrangement and a lock-up
agreement entered into in connection with the Screeem! Acquisition.
The Selling Stockholder provides certain administrative, warehousing
and distribution services to Screeem! Inc. ("Screeem!"), a wholly-owned
subsidiary of the Company, pursuant to a Transitional Services Agreement entered
into as of July 10, 1998. Pursuant to such agreement, Screeem! has agreed to pay
$200,000 to the Selling Stockholder as consideration for certain administrative
services to be provided between July 10, 1998 and January 10, 1999, and one
percent of retail sales of the Screeem! Business through March 31, 1999 as
consideration for certain warehousing and distribution services. The
Transitional Services Agreement may be terminated by Screeem! at any time and
for any reason upon 30 days prior notice to the Selling Stockholder.
The Selling Stockholder has licensed the Screeem!, Jean Country and
American Rocket trademarks from a wholly-owned subsidiary of the Company for a
period beginning July 10, 1998 and ending on January 31, 1999, subject, under
certain circumstances, to an extension not to exceed 120 days. As consideration
for such license, the Selling Stockholder has agreed to pay a license fee of
$150,000.
9
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus may be offered
and sold from time to time by the Selling Stockholder. The Selling Stockholder
will act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. The Selling Stockholder may sell the
shares being offered hereby on The Nasdaq Stock Market, or otherwise, at prices
and under terms then prevailing or at prices related to the then current market
price or at negotiated prices. The shares may be sold by one or more of the
following means of distribution: (a) a block trade in which the broker-dealer so
engaged will attempt to sell such shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker-dealer as principal and resale by such broker-dealer for its own
account pursuant to this Prospectus; (c) an over-the-counter distribution in
accordance with the rules of the Nasdaq Stock Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
in privately negotiated transactions. To the extent required, this Prospectus
may be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of such shares or otherwise, the
Selling Stockholder may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
Common Stock in the course of hedging the positions they assume with Selling
Stockholder. The Selling Stockholder may also sell the Common Stock short and
redeliver the shares to close out such short positions. The Selling Stockholder
may also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other
financial institution of shares of Common Stock offered hereby, which shares
such broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). The Selling
Stockholder may also pledge such shares to a broker-dealer or other financial
institution, and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this Prospectus
(as supplemented or amended to reflect such transaction). In addition, any
shares of Common Stock covered by this Prospectus that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholder in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any such commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. The Company will
pay all expenses incident to the offering and sale of the shares of Common Stock
covered by this Prospectus to the public other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock covered by this Prospectus must be sold
in such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states such shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
The Company has advised the Selling Stockholder that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of shares of Common Stock covered by this Prospectus in the market and to
the activities of the Selling Stockholder and their affiliates. In addition, the
Company will make copies of this Prospectus available to the Selling Stockholder
and has informed them of the need for delivery of copies of this Prospectus to
purchasers at or prior to the time of any sale of the shares of Common Stock
covered by this Prospectus. The Selling Stockholder may indemnify any
broker-dealer that participates in transactions involving
10
<PAGE>
the sale of the shares of Common Stock covered by this Prospectus against
certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares of Common Stock covered by
this Prospectus is made, if required, a Prospectus Supplement will be
distributed that will set forth the number of shares of Common Stock covered by
this Prospectus being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
The sale of shares of Common Stock covered by this Prospectus by the
Selling Stockholder is subject to compliance by the Selling Stockholder with
certain contractual restrictions with the Company. There can be no assurance
that the Selling Stockholder will sell all or any of the shares of Common Stock
covered by this Prospectus.
The Company has agreed to indemnify the Selling Stockholder and any
person controlling a Selling Stockholder against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholder has agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.
The Company has agreed with the Selling Stockholder to keep the
Registration Statement of which this Prospectus constitutes a part effective for
up to two years following the initial filing of the Registration Statement
containing this Prospectus.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Alex S. Navarro, Esq., Senior Vice President,
General Counsel and Secretary of the Company. Mr. Navarro holds options to
purchase 105,000 shares of Common Stock.
EXPERTS
The financial statements as of January 31, 1997 and 1998 and for the
fiscal years ended January 31, 1997 and 1998 incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report (which expresses an unqualified opinion and
refers to the report of other auditors), which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The financial statements for the fiscal year ended January 31, 1996
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1998 have been audited by
Richard A. Eisner & Company, LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The financial statements of TSI Soccer Corporation as of December 31,
1995 and 1996 and for the fiscal years ended December 31, 1995 and 1996
(consolidated with the financial statements of the Company) have been audited by
BDO Seidman LLP, independent auditors, as stated in their report, which is
incorporated herein by
11
<PAGE>
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
12
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
An estimate of the fees and expenses of issuance and distribution
(other than discounts and commissions) of the Common Stock offered hereby (all
of which will be paid by the Company) is as follows:
<TABLE>
<S> <C>
SEC registration fee....................... $ 3,003
Printing expenses.......................... 3,000
Legal fees and expenses.................... 2,000
Accounting fees and expenses............... 10,000
Miscellaneous expenses..................... 1,000
------
Total............................. $ 19,003
--------
</TABLE>
Item 15. 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 investigate (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 to 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 Company 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 the 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)
II-1
<PAGE>
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), judgment, 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 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.
The Company has agreed to indemnify the Selling Stockholder against
certain liabilities caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and,
if such indemnification is unavailable in respect of any such liabilities, to
contribute to the amount paid or payable by the Selling Stockholder as a result
of such liabilities.
The Company maintains directors' and officers' liability insurance
coverage.
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
5 Opinion of Alex S. Navarro, Esq., Senior Vice
President and General Counsel of the Company
regarding legality of securities
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Richard A. Eisner Company, LLP
23.3 Consent of BDO Seidman, LLP
23.4 Consent of Alex S. Navarro, Esq. (included in the
opinion filed as Exhibit 5)
24 Powers of Attorney (included on page II-4)
</TABLE>
II-2
<PAGE>
Item 17. 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;
(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 (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 Section 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 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
Securities 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 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 Securities
Act and will be governed by the final adjudication of such issue.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
II-3
<PAGE>
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 August 10, 1998.
dELiA*s Inc.
By /s/ Stephen I. Kahn
-----------------------------------------
Stephen I. Kahn
President and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stephen I. Kahn, Evan Guillemin, Christopher C.
Edgar and Alex S. Navarro, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act, without the other, for him and in his name, place, and stead, in any and
all capacities, to sign a Registration Statement on Form S-3 of dELiA*s Inc.,
and any or all amendments (including post-effective amendments) thereto,
relating to the offering of shares of its Common Stock, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Stephen I. Kahn Chairman of the Board, August 10, 1998
President and Chief Executive
Officer (principal executive
officer)
/s/ Evan Guillemin Chief Financial Officer and August 10, 1998
Treasurer (principal financial
and accounting officer)
II-4
<PAGE>
/s/ Christopher C. Edgar Executive Vice President, August 10, 1998
Chief Operating Officer and
Director
/s/ S. Roger Horchow Director August 10, 1998
/s/ Sidney S. Kahn Director August 10, 1998
/s/ Geraldine Karetsky Director August 10, 1998
/s/ Joseph J. Pinto Director August 10, 1998
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
5 Opinion of Alex S. Navarro, Esq., Senior Vice
President and General Counsel of the Company
regarding legality of securities
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Richard A. Eisner Company, LLP
23.3 Consent of BDO Seidman, LLP
23.4 Consent of Alex S. Navarro, Esq. (included in the
opinion filed as Exhibit 5)
24 Powers of Attorney (included on page II-4)
</TABLE>
II-6
EXHIBIT 5
dELiA*s Inc.
435 Hudson Street
New York, New York 10014
August 10, 1998
dELiA*s Inc.
335 Madison Avenue
New York, New York 10017
Dear Sirs:
I am General Counsel of dELiA*s Inc., a Delaware corporation (the
"Company"), and I am rendering this opinion in connection with the Registration
Statement on Form S-3 with exhibits thereto (the "Registration Statement") filed
by the Company under the Securities Act of 1933 (the "Act"), relating to the
registration of 604,167 shares (the "Shares") of Common Stock, par value $.01
per share, of the Company.
As such counsel, I have participated in the preparation of the
Registration Statement and have reviewed the corporate proceedings in connection
with the issuance of the Shares. I have also examined and relied upon originals
or copies, certified or otherwise authenticated to my 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, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
I have deemed proper and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized, validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Alex S. Navarro
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
dELiA*s Inc. on Form S-3 of our report dated March 20, 1998 (which expresses an
unqualified opinion and refers to the report of other auditors), appearing in
the Annual Report on Form 10-K of dELiA*s Inc. for the year ended January 31,
1998 and to the reference to us under the heading "Experts" in the Prospectus
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
August 10, 1998
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of dELiA*s Inc. of our report dated August 14, 1996 (with respect to
the share issuance in Note 1, December 18, 1996) on our audit of the financial
statements for year ended January 31, 1996, appearing in the Annual Report on
Form 10-K of dELiA*s Inc. for the year ended January 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus which is part of
this Registration Statement.
Richard A. Eisner & Company, LLP
New York, New York
August 10, 1998
EXHIBIT 23.3
Consent of Independent Certified Public Accountants
TSI Soccer Corporation
Durham, North Carolina
We hereby consent to the incorporation by reference the Registration Statement
on Form S-3 of dELiA*s Inc. of our report dated March 18, 1998, relating to the
financial statements of TSI Soccer Corporation, included in the Annual Report on
Form 10-K of dELiA*s Inc. for the year ended January 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus which is part of
this Registration Statement.
High Point, North Carolina
August 10, 1998 BDO Seidman, LLP
