As filed with the Securities and Exchange Commission on December 7, 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): December 7, 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 offices) (Zip Code)
(212) 807-9060
(Registrant's telephone number, including area code)
<PAGE>
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 2. Acquisition or Disposition of Assets
dELiA*s Inc. entered into an agreement after the close of the Nasdaq Stock
Market on December 6, 1999, with Deutsche Bank Securities for the sale of
750,000 shares of Class A common stock of iTurf Inc. In addition to the sale by
dELiA*s, certain other shareholders of iTurf sold 750,000 shares of iTurf Class
A common stock to Deutsche Bank Securities on the same terms. Deutsche Bank
Securities has advised us that it is reselling such securities to the public at
a price of $14.50 per share. The purchase price is $13.875, representing an
underwriting discount of 4.4% and a discount of 19.6% from the closing price on
the Nasdaq Stock Market on December 6, 1999 of $17.25. The sales are being made
pursuant to the prospectus included in iTurf's registration statement on Form
S-1, Registration No. 333-90435.
The selling shareholders have agreed with Deutsche Bank Securities not to
sell additional iTurf common stock for 30 days following the transaction without
the consent of Deutsche Bank Securities.
All of the proceeds of the sale to Deutsche Bank Securities, net of the
underwriting discount, will go to the selling shareholders, and no proceeds will
go to iTurf. dELiA*s intends to use the proceeds from its sale of shares for
general corporate purposes.
Deutsche Bank Securities and its affiliates have from time to time
provided underwriting, investment banking and financial advisory services to
dELiA*s Inc., iTurf Inc. and their affiliates, and may in the future provide
underwriting, investment banking and financial advisory services to dELiA*s
Inc., iTurf Inc. and their affiliates.
Immediately prior to its sale of shares to Deutsche Bank Securities,
dELiA*s Inc. converted 750,000 shares of Class B common stock of iTurf into
750,000 shares of Class A common stock. Each share of iTurf Class B common stock
entitles the holder thereof to six votes in most matters to be voted on by
shareholders while each share of the iTurf Class A common stock entitles the
holder thereof to one vote. Immediately prior to its sale of shares to Deutsche
Bank Securities, dELiA*s owned shares representing 64.4% of the outstanding
common stock of iTurf and 90.0% of the voting power. After the sale, dELiA*s
will own shares representing 60.4% of the outstanding common stock of iTurf and
88.6% of the voting power.
<PAGE>
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: December 7, 1999 dELiA*s Inc.
By: /s/ Stephen I. Kahn
------------------------------------
Stephen I. Kahn
Chairman of the Board and
Chief Executive Officer
