As filed with the Securities and Exchange Commission on March 20, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 20, 1998
dELiA*s Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21869 13-3914035
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
435 Hudson Street
New York, New York 10014
(Address of principal executive offices) (Zip Code)
(212) 807-9060
(Registrant's telephone number, including area code)
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Certain statements contained herein are forward-looking statements (within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")). Forward-looking statements involve a number of
risks and uncertainties including, but not limited to, general economic
conditions, increases in materials, printing, paper, postage, shipping and labor
costs, timing of catalog mailings, customer response rates, levels of
competition, difficulties in integrating acquisitions and other factors outside
the control of dELiA*s Inc. (the "Company"). These factors, and other factors
that appear with the forward-looking statements, or in the Company's other
Securities and Exchange Commission filings, including its Registration Statement
on Form S-3 filed on January 2, 1998, could affect the Company's actual results
and could cause the Company's actual results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company herein.
Item 5. Other Events.
The Company's consolidated net sales and net income for the 30-day period
ended January 9, 1998 were $10.5 million and $1.1 million. Pursuant to an
Agreement and Plan of Merger dated December 10, 1997, a wholly-owned subsidiary
of the Company was merged (the "TSI Merger") with and into TSI Soccer
Corporation ("TSI"). As a result of the TSI Merger, TSI became a wholly-owned
subsidiary of the Company. The net sales and net income amounts set forth above
include 30 days of combined operations of the Company and TSI. This information
is reported for purposes of complying with the Securities and Exchange
Commission's Accounting Series Release 135. This information includes operations
from part of the fourth quarter of the Company's fiscal year ended January 31,
1998 and is not necessarily indicative of the results of operations for the
Company's fourth quarter or fiscal year ended January 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
dELiA*s Inc.
(Registrant)
Date: March 20, 1998
By: /s/ Stephen I. Kahn
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Stephen I. Kahn
Chairman of the Board, President and
Chief Executive Officer
