As filed with the Securities and Exchange Commission on January 2, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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:
Henry O. Smith III, 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. [X]
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. [_]
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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>
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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
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<S> <C> <C> <C> <C>
Common Stock, par value 308,687 shares $21.3125 $6,536,267 $1,981
$.01 per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the fee pursuant to Rule
457(c) under the Securities Act of 1933 based the average of the high and
low prices of the Registrant's Common Stock reported on The Nasdaq Stock
Market on December 26, 1997.
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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 JANUARY 2, 1998
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PROSPECTUS
308,687 Shares of Common Stock
dELiA*s Inc.
All of the 308,687 shares of common stock, par value $.01 per share
("Common Stock"), of dELiA*s Inc., a Delaware corporation (the "Company"), are
being sold by stockholders of the Company (the "Selling Stockholders"). dELiA*s
will not receive any proceeds from the sale of shares by the Selling
Stockholders. See "Selling Stockholders."
See "Risk Factors" starting on page 5 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 Stockholders. 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.
January __, 1998
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TABLE OF CONTENTS
The Company........................... 2
Recent Developments................... 2
Available Information................. 3
Incorporation By Reference............ 4
Risk Factors.......................... 5
Selling Stockholders.................. 11
Plan of Distribution.................. 12
Legal Opinion......................... 14
Experts............................... 14
THE COMPANY
dELiA*s Inc. (together with its consolidated subsidiaries, the "Company")
is a leading direct marketer of casual apparel and related accessories to girls
and young women primarily between the ages of 10 and 24 (an age group known as
"Generation Y") and, as a result of a recent acquisition (see "Recent
Developments") of soccer merchandise to Generation Y boys and girls. Through its
dELiA*s catalog, the Company offers a carefully edited assortment of recognized
and emerging brands of teen apparel and accessories, complemented by the
Company'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. Through its TSI Soccer catalog and retail stores, the Company
offers a wide range of soccer shoes, apparel and equipment to young soccer
enthusiasts.
The Company's goal is to be the leading direct marketer of casual apparel,
accessories and other related products to Generation Y. The Company plans to
build on its core dELiA*s and TSI Soccer catalog businesses and to leverage the
dELiA*s brand identity and its proprietary database to develop new channels of
distribution, products and services aimed at the Generation Y market.
RECENT DEVELOPMENTS
On December 10, 1997, the Company acquired TSI Soccer Corporation ("TSI").
Pursuant to a merger agreement dated December 10, 1997, a wholly-owned
subsidiary of the Company was merged with and into TSI (the "TSI Merger"). As a
result of the TSI Merger, TSI became a wholly-owned subsidiary of the Company.
In connection with the TSI Merger, the Company issued an aggregate of 308,687
shares of Common Stock to certain stockholders of TSI (including the Selling
Stockholders), including 10,760 shares of Common Stock to employees of TSI
pursuant to a "change of control" provision in TSI's stock appreciation rights
plan (the "TSI SAR Plan"). The Company also expects to make cash payments of
approximately $730,000 to former shareholders of TSI who exercise statutory
dissenters' rights. The TSI Merger was structured as a tax-free exchange and the
Company expects the TSI Merger to be accounted for as a pooling-of-interests.
TSI is a leading direct marketer of specialty soccer merchandise and
operates 13 retail stores located in Georgia, Maryland, North Carolina and
Virgina. TSI offers a wide range of soccer shoes, apparel and equipment through
its TSI Soccer catalog, retail stores and team sales force. Approximately
two-thirds of
/
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TSI's sales are made through its catalog and team sales force, and the remainder
of TSI's sales is made through TSI's retail stores. The Company expects TSI to
record net sales of approximately $27 million in TSI's fiscal year ended
December 31, 1997. TSI has a proprietary database containing in excess of 1.0
million names of catalog buyers and requestors, of whom approximately 250,000
have made purchases from TSI within the preceding 36 months. TSI Soccer
Corporation was incorporated in North Carolina in 1994 and carries on a business
conducted by predecessors since 1989.
The Company expects to record acquisition expenses in the three months
ending January 31, 1998 of between $700,000 and $900,000 in connection with the
TSI Merger
On December 16, 1997, the Company acquired gURL, Interactive Inc. ("gURL"),
which created and produces "gURL," an award-winning interactive entertainment
Web site for girls, which features magazine-style editorial, interactive games,
comics, chat and message boards. gURL was merged with and into a wholly-owned
subsidiary of dELiA*s. The merger consideration was not material.
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. 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.
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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,
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 Company's Current Report on Form 8-K, dated December 24, 1997.
(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 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.
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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 first and
second quarters than in the third and fourth quarters of each fiscal year (which
include the back-to-school and holiday seasons, as well as the primary soccer
season). 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.
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 Company and the number of products included in
its catalogs. The Company distributed approximately 1.7 million dELiA*s catalogs
in fiscal 1995, 8 million dELiA*s catalogs in fiscal 1996 and anticipates
mailing in excess of 30 million dELiA*s catalogs in fiscal 1997. TSI, which was
acquired by the Company in December 1997, distributed 3.7 million catalogs in
the year ended December 31, 1995, 5.0 million in the year ended December 31,
1996 and 4.0 million in the first nine months of fiscal 1997. This growth has
placed significant demands on the Company's management, administrative,
operational and financial resources. The Company intends to continue to pursue
an aggressive growth strategy for the foreseeable 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 and intends to broaden the
range of products offered in its catalogs (including additional dELiA*s-branded
products). 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 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
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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 Fashion 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 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 40% of the names of persons to whom the Company mailed its back to
school and fall 1997 dELiA*s 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. Accordingly, the Company anticipates
that overall response rates would decline if it increased its use of purchased
and rented lists relative to its use of names in its database. 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.
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. 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.
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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 only two acquisitions, the acquisitions of TSI and gURL
described under "Recent Developments," 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 of
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.
Currently, all TSI's orders for merchandise are being fulfilled through
TSI's fulfillment center in Durham, North Carolina. However, the Company
anticipates consolidating TSI's fulfillment operations with the dELiA*s catalog
fulfillment operations based in the Company's fulfillment center in Hanover,
Pennsylania. The Company expects that, beginning in January 1998, it will incur
additional expenses as a result of moving the TSI fulfillment operations to the
Company's Hanover facility. If these expenses exceed the Company's estimates
thereof, it could have a material adverse effect on the Company. Any delay in
effecting the transition, or any disruption in fulfillment operations or delays
in shipping could have a material adverse effect on the Company and its
reputation with TSI's customers.
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 by 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. Thirteen vendors accounted for approximately 51% of the net sales
generated by the dELiA*s catalog in the first nine months of fiscal 1997. In
addition, two vendors (adidas and Nike) accounted for approximately 60% of TSI's
net sales in the first nine months of 1997. The Company does not have a
long-term contract with any 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, 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. TSI's business has been dependent upon the efforts of
one of its co-founders, Evan L. Jones. 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
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retailers, for teen and young-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 competes 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 speciality market. The Company believes that its recent
success in teen apparel market has attracted the attention of other catalogers,
as well as store-based retailers and apparel manufacturers, some of which 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. 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 11% of the Company's net sales in fiscal
1996, 12% of the Company's net sales in the first nine months of fiscal 1997,
14% of TSI's net sales in 1996 and 14% of TSI's sales in the first nine months
of 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 1% of the Company's net sales for
fiscal 1996, and 3% of the Company's net sales for the first nine months of
fiscal
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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 (excluding TSI's sales,
approximately 35% of the Company's net sales in the first nine months of 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
believes that between 60 to 80% of TSI's net sales are of products manufactured
outside the United States. 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 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 December 31, 1997, Stephen I. Kahn,
the Chairman, Chief Executive Officer and President of the Company, beneficially
owned approximately 53.2% of the outstanding shares of Common Stock, including
3,199,825 shares he owns directly and an additional 3,888,035 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.
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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.
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.
10
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to the Selling Stockholders. All of the shares to be
sold by the Selling Stockholders represent shares acquired by them from the
Company in connection with (i) the TSI Merger or (ii) through the TSI SAR Plan.
See "Recent Developments." Certain of the shares acquired by the Selling
Stockholders are currently held by Chase Manhattan Bank as escrow agent. The
Company will not receive any of the proceeds from the sales of shares by the
Selling Stockholders. Beneficial ownership after the offering will depend on the
number of shares sold by the Selling Stockholders.
Percentage of
Number of Outstanding
Shares Owned Shares Owned Number of
Prior to Prior to Shares
Selling Stockholder Offering(1) Offering(1) Offered
- ------------------- ------------ ------------ ---------
Ten-Soc International, Inc. (2) 202,542 1.5% 202,542
Helen L. Christy(3) 30,260 * 30,260
John Gilray Christy(4) 30,260 * 30,260
Bruce H. Hooper 28,471 * 28,471
Carol W. Jones (5) 19,373 * 19,373
Morgan R. Jones(6) 19,373 * 19,373
Joseph L. Ponce(7) 11,190 * 11,190
Thornton D. Hooper, II(8) 6,092 * 6,092
N. Todd Praigg(9) 3,842 * 3,842
Dave Poteat(10) 1,483 * 1,483
Marvelyn Albert(10) 893 * 893
M.R. Jones Financial Consultant
Profit Sharing Plan 694 * 694
Ken Cleary(10) 577 * 577
Tracy Page(10) 577 * 577
M.R. Jones Financial Consultant
Money Purchase Plan 520 * 520
Mike Rasmussen(10) 385 * 385
Victor Poole(10) 315 * 315
Bob Brown(10) 288 * 288
David Culp(10) 288 * 288
Marc Hubble(10) 288 * 288
Chris Moore(10) 288 * 288
Chuck Ervin(10) 240 * 240
Jon Downey(10) 192 * 192
Jeff Davis(10) 192 * 192
Randy Laco(10) 192 * 192
Mitch Price(10) 192 * 192
Rodney Williams(10) 192 * 192
Chris Steffens(10) 144 * 144
Dawn Laws-Hayer(10) 96 * 96
Dan Summerlin(10) 96 * 96
- ---------------------------------
* Less than one percent.
11
<PAGE>
(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) Evan L. Jones, president of TSI, a subsidiary of the Company, is an
officer, director and principal shareholder of Ten-Soc International, Inc. Prior
to the consummation of the TSI Merger, Mr. Jones served as chairman of the board
of directors of TSI and personally guaranteed certain obligations of TSI.
(3) Includes 9,667 shares held by Ms. Christy's spouse, John Gilray Christy.
Prior to the consummation of the TSI Merger, Mr. Christy served as a director of
TSI.
(4) Includes 20,593 shares held by Mr. Christy's spouse, Helen L. Christy. Prior
to the consummation of the TSI Merger, Mr. Christy served as a director of TSI.
(5) Includes 14,539 shares held beneficially by Ms. Jones' spouse, Morgan R.
Jones, as to which Ms. Jones disclaims beneficial ownership. Mr. Jones served as
a director and assistant secretary of TSI and personally guaranteed certain
obligations of TSI. Mr. Jones is chairman and chief executive officer of and a
partner in Drinker Biddle & Reath LLP, a law firm to which TSI has paid legal
fees in connection with the TSI Merger and other matters.
(6) Includes (i) 1,214 shares held by the M.R. Jones Financial Consultant Profit
Sharing Plan and the M.R. Jones Financial Consultant Money Purchase Plan of
which Morgan R. Jones is the sole trustee and (ii) 4,834 shares held by Mr.
Jones' spouse, Carol W. Jones, as to which Mr. Jones disclaims beneficial
ownership. Prior to the consummation of the TSI Merger, Mr. Jones served as a
director and assistant secretary of TSI and personally guaranteed certain
obligations of TSI. Mr. Jones is chairman and chief executive officer of and a
partner in Drinker Biddle & Reath LLP, a law firm to which TSI has paid legal
fees in connection with the TSI Merger and other matters.
(7) Prior to the consummation of the TSI Merger, Mr. Ponce served as a director
of TSI.
(8) Prior to the consummation of the TSI Merger, Thornton D. Hooper, II served
as a director of TSI.
(9) Mr. Praigg was formerly an employee of TSI.
(10) Employees of TSI who received shares of Common Stock in accordance with the
TSI SAR Plan in connection with the TSI Merger.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus may be offered and
sold from time to time by the Selling Stockholders. The Selling Stockholders
will act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. The Selling Stockholders 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
12
<PAGE>
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
Stockholders 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 Stockholders. The
Selling Stockholders may also sell the Common Stock short and redeliver the
shares to close out such short positions. The Selling Stockholders 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
Stockholders 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
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders 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 Stockholders 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 Stockholders and their affiliates. In addition, the Company will
make copies of this Prospectus available to the Selling Stockholders 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 Stockholders may indemnify any
broker-dealer that participates in transactions involving 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
13
<PAGE>
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 Stockholders is subject to compliance by the Selling Stockholders with
certain contractual restrictions with the Company. There can be no assurance
that the Selling Stockholders will sell all or any of the shares of Common Stock
covered by this Prospectus.
The Company has agreed to indemnify the Selling Stockholders and any person
controlling a Selling Stockholder against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholders have agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.
The Company has agreed with certain of the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective for
up to two years following the effectiveness 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
55,000 shares of Common Stock.
EXPERTS
The financial statements as of January 31, 1997 and for the fiscal year
ended January 31, 1997 incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report thereon, and have been so incorporated by reference in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The financial statements as of January 31, 1996 and for each of the two
fiscal years in the period ended January 31, 1996 incorporated by reference in
this Prospectus have been audited by Richard A. Eisner & Company, LLP,
independent auditors, as stated in their report thereon, and have been so
incorporated by reference in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
14
<PAGE>
PART II
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 dELiA*s) is as follows:
SEC registration fee................................... $ 1,981
Printing expenses...................................... 3,000
Legal fees and expenses................................ 3,000
Accounting fees and expenses........................... 3,000
Miscellaneous expenses................................. 1,000
------
Total........................................ $11,981
======
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 by laws or otherwise.
<PAGE>
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), 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 Stockholders 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 Stockholders as a result
of such liabilities.
The Company maintains directors' and officers' liability insurance
coverage.
Item 16. Exhibits and Financial Statement Schedules
Exhibit No. Exhibit Description
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
23.2 Consent of Alex S. Navarro, Esq. (included in the opinion
filed as Exhibit 5)
24 Powers of Attorney (included on page II-4)
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 (a)(1)(i) and (a)(1)(ii) of this section 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.
II-3
<PAGE>
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-4
<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 December 31, 1997.
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 Guillmin, 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.
Signatures Title Date
/s/ Stephen I. Kahn Chairman of the Board, December 31, 1997
President and Chief Executive
Officer (principal executive
officer)
/s/ Evan Guillemin Chief Financial Officer and December 31, 1997
Treasurer (principal financial
and accounting officer)
II-5
<PAGE>
/s/ Christopher C. Edgar Executive Vice President, December 31, 1997
Chief Operating Officer and
Director
/s/ S. Roger Horchow Director December 31, 1997
/s/ Sidney S. Kahn Director December 31, 1997
/s/ Geraldine Karetsky Director December 31, 1997
/s/ Joseph J. Pinto Director December 31, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
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
23.2 Consent of Alex S. Navarro, Esq. (included in the opinion
filed as Exhibit 5)
24 Powers of Attorney (included on page II-4)
EXHIBIT 5
dELiA*s Inc.
435 Hudson Street
New York, New York 10014
January 2, 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 308,687 shares (the "Shares") of Common Stock, par value $.10
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 12, 1997, appearing in the
Annual Report on Form 10-K of dELiA*s Inc. for the year ended January 31, 1997.
DELOITTE & TOUCHE LLP
New York, New York
December 31, 1997
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 as at January 31, 1996 and for the two years then ended appearing in
the Annual Report on Form 10-K of dELiA*s Inc. for the year ended January 31,
1997.
Richard A. Eisner & Company, LLP
New York, New York
December 31, 1997
