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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999
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): NOVEMBER 17, 1999
DELIA*S INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 0-21869 13-3914035
<S> <C> <C>
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
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435 HUDSON STREET
NEW YORK, NEW YORK 10014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICERS) (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
OUR CONTROL. THESE FACTORS, AND OTHER FACTORS THAT APPEAR WITH THE
FORWARD-LOOKING STATEMENTS, OR IN OTHER SECURITIES AND EXCHANGE COMMISSION
FILINGS OF DELIA*S INC. AND ITURF INC., INCLUDING DELIA*S INC.'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 31, 1999 AND ITURF INC.'S
REGISTRATION STATEMENT (NO. 333-90435) ON FORM S-1, COULD AFFECT OUR ACTUAL
RESULTS AND COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY US, OR ON OUR BEHALF, IN
THIS REPORT.
Item 5. Other Events.
dELiA*s Inc. announced today that it entered into an agreement before
the opening of the Nasdaq Stock Market on November 17, 1999, with Kistler
Joint Venture for the sale of 325,000 shares of Class A common stock of iTurf
Inc. The sale is conditioned on iTurf's registration of the shares for resale
by Kistler Joint Venture. The purchase price is $11.3125, a discount of 8.6%
from the closing price on the Nasdaq Stock Market on November 16 of $12.375.
The sale is being made pursuant to the Section 4(1 1/2) exemption, as
described in Securities Act of 1933 Release No.6188 (February 1, 1980),
footnote 178.
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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 thereunto duly authorized.
Dated: November 17, 1999 dELiA*s Inc.
By: /s/ Stephen I. Kahn
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Stephen I. Kahn
Chairman of the Board and
Chief Executive Officer