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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999
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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): SEPTEMBER 1, 1999
DELIA*S INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-21869 13-3914035
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
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. 333-15153) 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.
On September 1, 1999, iTurf Inc. ("iTurf"), a consolidated subsidiary
of dELiA*s Inc. (together with our consolidated subsidiaries, "we" or "dELiA*s")
acquired [email protected], Inc., a New Jersey corporation ("Taponline"). Taponline
was acquired pursuant to an Agreement and Plan of Merger, dated as of August 9,
1999, by and among iTurf, iTurf Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of iTurf ("Merger Sub"), Taponline, the stockholders
of Taponline and MarketSource Corporation, a Delaware corporation (as amended,
the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub was merged
with and into Taponline.com, with Taponline.com as the surviving corporation
(the "Merger"). As a result of the Merger, Taponline.com became a wholly-owned
subsidiary of iTurf.
The merger consideration consisted of 1,586,996 shares of iTurf Class A
common stock. The Merger is intended to qualify as a tax-free reorganization and
will be accounted for under the purchase method of accounting
Taponline operates a community and content Web site focusing on college
and university students between the ages of 18 and 24. The description of the
Merger Agreement, which is filed as an exhibit to iTurf's current report on
Form 8-K and incorporated herein by reference, does not purport to be complete
and is qualified in its entirety by the provisions of the Merger Agreement.
In connection with the transaction, MarketSource Corporation, which is
owned by certain of the shareholders of Taponline, including Martin Levine, who
was recently elected as a member of iTurf's board of directors, entered into an
arrangement to purchase advertising and other inventory on iTurf's network of
sites for resale to MarketSource's clients. Separately, iTurf has agreed to
enter into a marketing alliance with MarketSource to promote iTurf's network
of sites through MarketSource's offline marketing channels. iTurf committed
to purchasing approximately $6.5 million in promotional opportunities through
these channels over the next three years. The description of these
arrangements does not purport to be complete and is qualified in its entirety
by the provisions of the Online Authorized Advertising Reseller Agreement and
the Offline Advertising Purchase Agreement which are filed as exhibits to
iTurf's current report on Form 8-K dated September 7, 1999 and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not required.
(B) PRO FORMA FINANCIAL INFORMATION
Not required.
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(C) EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated August 9,
1999, by and among iTurf Inc., iTurf Acquisition
Corporation, [email protected], Inc. ("Taponline"),
the stockholders of Taponline.com and
MarketSource Corporation (the "Merger Agreement")
(incorporated by reference to Exhibit 10.17 of
iTurf's Quarterly Report on Form 10-Q for the
period ended July 31, 1999).*
Exhibit 2.2 Amendment No. 1, dated September 1, 1999, to
Merger Agreement (incorporated by reference to
iTurf's Current Report on Form 8-K dated
September 7, 1999).
Exhibit 99.1 Online Advertising Authorized Reseller
Agreement between iTurf, Taponline and
MarketSource Corporation, dated September 1, 1999
(incorporated by reference to iTurf's Current
Report on Form 8-K dated September 7, 1999).
Exhibit 99.2 Offline Advertising Purchase Agreement
between iTurf and MarketSource Corporation, dated
September 1, 1999 (incorporated by reference to
iTurf's Current Report on Form 8-K dated
September 7, 1999).
* The table of contents to the Merger Agreement includes a list of the exhibits
and schedules to such agreement. In accordance with Item 601(b)(2) of Regulation
S-K, the exhibits and schedules to the Merger Agreement have been excluded; such
exhibits and/or schedules will be furnished supplementally upon request by the
Securities and Exchange Commission.
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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: September 7, 1999 dELiA*s Inc.
By: /s/ STEPHEN I. KAHN
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Stephen I. Kahn
Chairman of the Board and
Chief Executive Officer
