<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No fee Required]
For the fiscal year ended January 29, 2000
Commission file number 0-21869
DELIA*S INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN OUR 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
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(212) 807-9060
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of common stock held by non-affiliates of the
registrant as of April 3, 2000 was $40,666,007.
The number of shares outstanding of the registrant's common stock as of
April 3, 2000 was 15,085,011.
--------------
================================================================================
<PAGE>
PART III OF THE ANNUAL REPORT ON FORM 10-K OF DELIA*S INC. FOR THE YEAR ENDED
JANUARY 29, 2000 IS AMENDED IN ITS ENTIRETY TO ADD THE FOLLOWING INFORMATION:
ANY REFERENCE IN THIS REPORT TO A PARTICULAR FISCAL YEAR AFTER 1998 IS TO THE
YEAR ENDED ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE CORRESPONDING
CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1999" MEANS THE PERIOD FROM FEBRUARY 1, 1999
TO JANUARY 29, 2000. ANY REFERENCE IN THIS REPORT TO A PARTICULAR FISCAL YEAR
BEFORE 1999 IS TO THE YEAR ENDED JANUARY 31 FOLLOWING THE CORRESPONDING CALENDAR
YEAR. FOR EXAMPLE, "FISCAL 1998" MEANS THE PERIOD FROM FEBRUARY 1, 1998 TO
JANUARY 31, 1999.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
EXECUTIVE OFFICERS AND DIRECTORS
Our executive officers and directors are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Stephen I. Kahn (2) 34 Chief Executive Officer and Chairman of the Board
Christopher C. Edgar 34 Chief Operating Officer and Vice Chairman of the Board
Evan Guillemin 35 President
Clare R. Copeland (1)(2) 64 Director
S. Roger Horchow (1)(3) 71 Director
Geraldine Karetsky 59 Director
Joseph J. Pinto (1)(2)(3) 67 Director
R. James Cooper 47 Executive Vice President, Chief Financial Officer and Treasurer
Estelle DeMuesy 40 Executive Vice President of Direct Marketing
Beth Kressley 35 Senior Vice President of Brand Management
Timothy B. Schmidt 35 Senior Vice President, General Counsel and Secretary
Patricia Waechter 45 Executive Vice President of Retail
Seth Walter 35 Senior Vice President of Operations
</TABLE>
- ------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Stock Incentive Plan Committee.
STEPHEN I. KAHN has served as our Chief Executive Officer since
co-founding the Company in 1993 and as Chairman of the Board of Directors since
October 1996 and, until March 1999, served as our President. Since September
1997, he has also served as President, Chief Executive Officer and Chairman of
the board of directors of iTurf Inc., our majority-owned, publicly-traded
Internet-focused subsidiary. He also served as a member of the board of managers
of dELiA*s LLC (a predecessor of the Company). He is a director of Happy Kids
Inc., a publicly-traded designer and marketer of custom-designed, licensed and
branded
2
<PAGE>
children's apparel, and Danier Leather Inc., a publicly-traded integrated
designer, manufacturer and retailer of high quality, high fashion leather and
suede clothing.
CHRISTOPHER C. EDGAR has served as Executive Vice President, Chief
Operating Officer and Director since October 1996 and was elected Vice Chairman
of our board of directors in March 1999. He was previously Executive Vice
President of dELiA*s LLC and a member of the board of managers of dELiA*s LLC
from the time he co-founded the Company in 1993. Mr. Edgar has also served as a
Vice President of iTurf and a member of the board of iTurf since iTurf's
incorporation in 1997.
EVAN GUILLEMIN has served as our President since March 1999 and served as
our Chief Financial Officer and Treasurer from July 1996 to March 2000. Mr.
Guillemin is also a Vice President of iTurf and a member of the board of iTurf
and served as the Chief Financial Officer of that subsidiary from 1997 to 1999.
Prior to joining the Company, he was employed by K-III Communications
Corporation, a media investment company, first as an associate with and later as
a director of acquisitions.
CLARE R. COPELAND joined the Board of Directors in June 1999. From 1993 to
1999, he served as President and Chief Executive Officer of Peoples Jewellers
Corporation, Canada's largest jewelry chain. He is also the Chairman of Toronto
Hydro, North America's second largest utility, and a member of the Board of
Directors of several companies including Scott's Restaurants, RIOCAN (Canada's
largest retail REIT), Molson Indy Foundation and Danier Leather Inc. He is also
a member of the Executive Committee of the Retail Council of Canada and the
Advisory Board of Richard Ivey School of Business.
S. ROGER HORCHOW joined the Board of Directors of the Company in October
1996. He is chairman of GoodHome Inc., an Internet retailer of home furnishings.
He was the founder and chairman of the Horchow Collection, a direct marketer of
specialty home and fashion products, from 1971 until 1990. He is also a director
of Public Radio International, the Museum of Modern Art in New York City, Up
With People and the Dallas Symphony Orchestra and serves on the Board of
Governors of the Yale University Art Gallery. He has been chairman of R. Horchow
Productions, Inc., a theatrical production company, since 1990 and served as a
merchandise consultant to Sotheby's, an auctioneer of art and collectibles, from
September 1996 to March 1997.
GERALDINE KARETSKY served as a member of the board of managers of dELiA*s
LLC since 1994 and joined the Company's Board of Directors in October 1996. She
is a private investor and venture capitalist.
JOSEPH J. PINTO joined the Board of Directors of the Company in November
1996. He is a private investor. Since 1981, Mr. Pinto has been a director and
officer of Sefinco Ltd. (and a predecessor), the U.S.-based private investment
affiliate of Entrecanales Y Tavora SA, a Spanish conglomerate with interests in
construction and merchant banking.
R. JAMES COOPER has served as our Chief Financial Officer, Executive Vice
President and Treasurer since March 2000. Prior to joining dELiA*s, he worked
for Sara Lee Corporation for a period of 14 years where he held the positions of
Senior Vice President and Chief Financial Officer of the Coach Leatherware
division and, prior to that, Senior Vice President and Chief Financial Officer
of the Playtex Apparel, Inc. subsidiary.
ESTELLE DEMUESY has served dELiA*s as Executive Vice President of Direct
Marketing since November 1999. From 1995 until she assumed her current position,
Ms. DeMuesy was President and Chief Executive Officer of Storybook Heirlooms, a
business that we acquired in September 1998.
BETH KRESSLEY joined dELiA*s as Vice President of Direct Marketing in June
1999 and has served dELiA*s as Senior Vice President of Brand Development since
November 1999. She also recently became
3
<PAGE>
the General Manager of dELiAs.cOm. Prior to joining dELiA*s, Ms. Kressley worked
as a Manager at the Boston Consulting Group from 1994 to 1999 focusing primarily
on strategy and branding issues within the consumer goods and retail industries.
TIMOTHY SCHMIDT has served as Senior Vice President, General Counsel and
Secretary of dELiA*s since July 1999. Prior to joining us, Mr. Schmidt was
associated with the law firm of Cravath, Swaine and Moore LLP from 1995.
PATRICIA WAECHTER has served as Executive Vice President of Retail since
March 2000. She previously worked as Vice President and General Merchandise
Manager for Mothers Work Inc. from July 1999 and was employed by Paul Harris
Stores, Inc., most recently as Senior Vice President of Merchandising and
Planning, from 1995 to July 1999.
SETH WALTER has served as Senior Vice President of Operations since
November 1999. He prioviosly served as Senior Vice President of Inventory
Management. From 1987 to 1995, when he joined dELiA*s, he worked for Williams
Sonoma in various operational roles including sales and inventory management.
Ms. Karetsky is Mr. Kahn's aunt. There are no other family relationships
among the directors and executive officers of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of the reports and representations furnished to us
during the last fiscal year, we believe that each of the persons required to
file reports under Section 16(a) of the Exchange Act filed all such required
reports on a timely basis during such period.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation awarded to, earned by or paid during the past three years to those
persons who were, for fiscal 1999, our Chief Executive Officer and our four most
highly compensated executive officers (collectively, the "named executive
officers"). Except as disclosed below, the aggregate value of all perquisites
and other personal benefits, securities or property did not exceed 10% of the
total of annual salary and bonus for each named executive officer.
4
<PAGE>
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION ALL OTHER COMPENSATION
------------------- ---------------------- ----------------------
FISCAL SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS
- --------------------------- ---- ------ ----- -------
<S> <C> <C> <C> <C> <C>
Stephen I. Kahn 1999 $190,000(1) -- 100,000(2) $33,814(4)
Chairman of the Board and 1998 100,000 -- 1,095,125(3) --
Chief Executive Officer 1997 100,000 -- 80,000 --
Christopher C. Edgar 1999 $163,269 -- -- --
Vice Chairman of the Board and 1998 117,308 -- 530,250(5) --
Chief Operating Officer 1997 103,846 -- 60,000 --
Evan Guillemin 1999 $163,269 -- -- --
President 1998 117,308 -- 406,250(6) --
1997 103,846 -- -- --
Alex S. Navarro (7) 1999 $115,077(8) -- -- --
1998 85,000 $25,000 424,688(9) --
1997 57,077 -- 55,000 --
</TABLE>
(1) Includes $90,000 of salary paid by our iTurf subsidiary.
(2) These options represent options to purchase common stock of iTurf.
(3) Includes repricing of previously granted options to purchase 216,000 shares
of our common stock and options to purchase 503,125 shares of Class A common
stock of iTurf.
(4) Includes reimbursement for personal legal and accounting fees of $19,351
($12,899 of which was paid by iTurf) in accordance with the terms of
Mr. Kahn's employment agreements with dELiA*s and iTurf.
(5) Includes repricing of previously granted options to purchase 162,000 shares
of our common stock and options to purchase 86,250 shares of Class A common
stock of iTurf.
(6) Includes repricing of previously granted options to purchase 270,000 shares
of our common stock and options to purchase 86,250 shares of Class A common
stock of iTurf.
(7) Mr. Navarro served as our Senior Vice President of Development and Legal
Affairs, General Counsel and Secretary from April 1997, when his employment
with us commenced, until July 1999. Mr. Navarro continues to serve as our
Counselor at Law and Assistant Secretary. He has served as Chief Operating
Officer and Secretary of iTurf since December 1998 and previously served
iTurf as Senior Vice President of Operations from December 1997.
(8) Represents salary paid by our iTurf subsidiary.
(9) Includes repricing of previously granted options to purchase 180,000 shares
of our common stock and options to purchase 179,688 shares of Class A common
stock of iTurf.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to
individual grants of stock options made during fiscal 1999 to each of the named
executive officers who received stock options grants in such year. Unless
otherwise noted below, all options granted represent options to purchase shares
of our common stock. We did not make any SAR grants in fiscal 1999.
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE POTENTIAL REALIZABLE VALUE
UNDERLYING EMPLOYEES PRICE AT ASSUMED ANNUAL RATES OF
OPTIONS IN FISCAL (PER EXPIRATION STOCK PRICE APPRECIATION
NAME GRANTED (#) YEAR (2) SHARE) DATE FOR OPTION TERM (3)
- ---- ----------- ---------- -------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C>
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
5% 10%
Stephen I. Kahn 100,000 (1) 6.4 $22.00 4/8/09 $1,383,568 $3,506,233
</TABLE>
(1) These options represent options to purchase common stock of iTurf.
(2) The calculation of percentage of total options granted for iTurf grants
reflects only options to purchase common stock of that subsidiary.
(3) The assumed annual rates of appreciation of 5% and 10% would result in the
price of a share of iTurf Class A common stock increasing from $13.00 at
January 29, 2000 to $21.18 and $33.72, respectively, over ten years.
FISCAL YEAR-END OPTION VALUES
The following table presents certain information concerning unexercised
options held by the named executive officers as of January 29, 2000. None of the
named executive officers exercised options during fiscal 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR- FISCAL YEAR-END
END EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE (1) UNEXERCISABLE (2)
- --------------------------- ---------------------------- --------------------------------
<S> <C> <C>
Stephen I. Kahn 291,391/ $ 471,923/
743,734 $1,647,452
Christopher C. Edgar 172,782/ $ 221,496/
237,486 $ 357,954
Evan Guillemin 175,782/ $ 224,871/
165,468 $ 375,954
Alex S. Navarro 72,462/ $ 138,012/
222,226 $ 645,428
</TABLE>
(1) Options held by Messrs. Kahn, Edgar, Guillemin and Navarro include
exercisable options to purchase 75,391, 10,782, 10,782 and 22,462 shares,
respectively, of iTurf common stock and unexercisable options to purchase
527,734, 75,468, 75,468 and 157,226 shares, respectively, of iTurf common
stock.
(2) The intrinsic values of iTurf options that were in the money at January 29,
2000 were calculated using the year-end iTurf market value of $13.00 and are
included in the value of in-the-money options above. The value of
exercisable options include $228,923, $39,246, $39,246 and $81,762,
respectively, and the value of unexercisable options include $1,602,452,
$274,704, $274,704 and $572,303, respectively, relating to iTurf.
TEN YEAR OPTION REPRICINGS
The following table sets forth certain information concerning stock
options repriced during fiscal 1998, including (i) the name of each executive
officer whose options were repriced, (ii) the date of such repricing, (iii) the
number of securities underlying repriced options, (iv) the per share market
price of the underlying security at the time of the repricing, (v) the original
exercise price of the option at the time of
6
<PAGE>
repricing, (vi) the per share exercise price of the repriced option and (vii)
the length of the original option term remaining at the date of exchange.
7
<PAGE>
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET EXERCISE ORIGINAL OPTION
SECURITIES PRICE OF PRICE TERM
UNDERLYING STOCK AT AT TIME REMAINING AT
OPTIONS TIME OF OF DATE OF
NAME DATE REPRICED REPRICING REPRICING NEW EXERCISE PRICE REPRICING
- ---- ---- -------- --------- --------- ------------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Stephen I. Kahn 9/15/98 72,000 $5.75 $18.25 $5.75 8.5 years
Chairman of the Board and 9/15/98 72,000 5.75 27.75 5.75 9.4 years
Chief Executive Officer 9/15/98 72,000 5.75 26.00 5.75 9.5 years
Christopher C. Edgar 9/15/98 54,000 5.75 18.25 5.75 8.5 years
Vice Chairman of the Board 9/15/98 54,000 5.75 27.75 5.75 9.4 years
and Chief Operating Officer 9/15/98 54,000 5.75 26.00 5.75 9.5 years
Evan Guillemin 9/15/98 225,000 5.75 11.00 5.75 8.3 years
President 9/15/98 45,000 5.75 27.75 5.75 9.4 years
Alex S. Navarro 6/22/98 55,000 15.875 16.75 15.875 8.8 years
6/22/98 15,000 15.875 27.75 15.875 9.7 years
6/22/98 5,000 15.875 25.125 15.875 9.8 years
9/15/98 55,000 5.75 15.875 5.75 8.5 years
9/15/98 15,000 5.75 15.875 5.75 9.4 years
9/15/98 5,000 5.75 15.875 5.75 9.5 years
9/15/98 30,000 5.75 18.00 5.75 9.8 years
</TABLE>
COMPENSATION OF DIRECTORS
The Company pays its directors who are neither employees of the Company
nor members of the Kahn family $1,500 for each directors' meeting and each
committee meeting attended (plus reimbursement for out-of-pocket expenses).
Under the Company's Stock Incentive Plans (the "Incentive Plans"), each
non-employee director who is not a member of the Kahn family was granted an
option to purchase 40,000 shares of Common Stock at an exercise price equal
to the fair market value of the common stock on the date of grant. All
options granted to non-employee directors will become exercisable at the rate
of 20% on each of the first five anniversaries of the date of grant, assuming
the non-employee director is a director on those dates, and all such options
generally will cease to be exercisable ten years from the date of grant. Upon
a Change of Control (as defined in the Incentive Plans) and, in the case of
directors elected prior to November 15, 1996 who are neither members of the
Company's management nor members of the Kahn family, upon a termination of
directorship other than for cause or as a result of a refusal to stand for
re-election, all options (which have not yet expired) will automatically
become exercisable. Directors who are employees of the Company or members of
the Kahn family are not compensated for services as directors.
EMPLOYMENT AGREEMENTS
In connection with our initial public offering in December 1996,
Messrs. Kahn and Edgar (the "Executives") entered into three-year agreements
with the Company providing for the continuation of their employment at
minimum annual salaries of $100,000 and $200,000 (increased from $100,000
effective September 15, 1998 and from $150,000 effective October 18, 1999),
respectively, subject to annual upward adjustment in proportion to the
increase in the consumer price index plus such increases in salary and such
bonuses as the Board of Directors may from time to time approve. These
agreements expired in December 1999, and a proposal to extend the agreements
is under review by the Compensation Committee. If an Executive dies, or, as a
result of
8
<PAGE>
disability, is unable to perform substantially all his duties for a period of
nine consecutive months, the Company may terminate his employment (not earlier
than 30 days and not later than 90 days after the expiration of the nine-month
period), in which event the Executive (or his heirs or estate) will be entitled
to his salary for the remainder of the term of the agreement. Mr. Guillemin
entered into an employment agreement with the Company providing for the
continuation of his employment at an annual salary of $200,000 (increased from
$100,000 effective September 15, 1998 and from $150,000 effective October 18,
1999) on substantially the same terms and conditions as the Executives, except
that the term of Mr. Guillemin's agreement expires on July 31, 2001.
In connection with the initial public offering of iTurf on April 14, 1999,
Mr. Kahn entered into a three-year agreement with iTurf providing for the
continuation of his employment as that company's Chairman of the Board and Chief
Executive Officer at terms identical to the agreement between Mr. Kahn and
dELiA*s described above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the completion of our initial public offering (the "Offering") in
December 1996, compensation policies and decisions, including those relating to
salary, bonuses and benefits of executive officers, had been set or made by the
Board of Directors. Upon completion of the Offering, the Board of Directors
created a Compensation Committee, which recommends to the Board the compensation
to be paid to our executive officers in their capacities as such. In addition,
the Compensation Committee ratifies compensation policies and decisions approved
by the board of directors of iTurf relating to our executive officers. Awards
made under the Incentive Plans are approved by the Stock Incentive Plan
Committee of the Board of Directors.
The Compensation Committee currently consists of Stephen I. Kahn, Clare
Copeland and Joseph J. Pinto. Mr. Kahn is our Chief Executive Officer. The Stock
Incentive Plan Committee currently consists of S. Roger Horchow and Mr. Pinto.
Other than the foregoing, there were no compensation committee interlocks or
insider participation during fiscal 1999.
9
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 15, 2000 with
respect to the Common Stock beneficially owned by (i) each person known by the
Company to be the beneficial owner of more than 5% of the shares of Common
Stock, (ii) each director individually, (iii) each named executive officer
individually and (iv) all executive officers and directors as a group.
<TABLE>
<CAPTION>
dELiA*S SHARES SHARES OF iTURF CLASS A SHARES OF iTURF CLASS B
BENEFICIALLY OWNED COMMON BENEFICIALLY OWNED COMMON BENEFICIALLY OWNED
------------------ ------------------------------- -------------------------------
PERCENTAGE VOTING PERCENTAGE VOTING
NAME AND ADDRESS NUMBER PERCENT NUMBER OWNED POWER (9) NUMBER OWNED POWER (9)
- ---------------- ------ ------- ------ ---------- --------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5% STOCKHOLDERS
Stephen I. Kahn (1)................ 6,296,470 40.96% 230,782 2.6% * 11,425,000 100.0% 88.9%
435 Hudson Street
New York, New York 10014
Geraldine Karetsky (2)............. 978,098 6.48 -- -- -- -- -- --
1660 Silverking Drive
Aspen, Colorado 81611
OTHER NAMED EXECUTIVE OFFICERS
AND DIRECTORS
Christopher C. Edgar (3)........... 762,163 4.98 36,564 * * -- -- --
Evan Guillemin (4)................. 173,942 1.14 36,564 * * -- -- --
Alex S. Navarro (5)................ 65,000 * 47,924 * * -- -- --
S. Roger Horchow (6)............... 34,000 * -- -- -- -- -- --
Joseph J. Pinto (7)................ 49,000 * -- -- -- -- -- --
Clare R. Copeland (8).............. 11,000 * -- -- -- -- -- --
Directors and executive officers
as a group (12 individuals)...... 7,539,747 47.18% 437,711 4.9% * 11,425,000 100.0% 88.9%
</TABLE>
- ---------------------
* Less than 1%.
(1) Includes (a) 2,999,825 shares of dELiA*s Common Stock directly owned by
Mr. Kahn, (b) 288,000 shares which Mr. Kahn has an option to purchase
which is exercisable (or will become exercisable within 60 days) and
(c) 3,008,645 shares of dELiA*s Common Stock that Mr. Kahn has the sole
power to vote and share power to restrict distribution of pursuant to a
stockholders agreement. As Chief Executive Officer and Chairman of the
Board of dELiA*s Inc., Mr. Kahn may be deemed to share voting power with
respect to all the shares of iTurf Common Stock held by dELiA*s Inc.
Mr. Kahn expressly disclaims beneficial ownership of such shares, except
to the extent of his pecuniary interest therein. iTurf Class A shares
include 150,782 shares which Mr. Kahn has an option to purchase which is
exercisable (or will become exercisable within 60 days).
(2) Includes 970,042 shares of dELiA*s Common Stock owned by Ms. Karetsky as
trustee for the Geraldine Karetsky 2000 Trust, and 7,356 shares of
dELiA*s Common Stock owned by Ms. Karetsky as trustee for The Ruth Kahn
Trust f/b/o Sidney Kahn. Ms. Karetsky shares power to dispose of such
shares.
(3) Includes 216,000 shares of dELiA*s Common Stock and 21,564 shares of
iTurf Class A Common Stock that Mr. Edgar has an option to purchase which
is exercisable (or will become exercisable within 60 days).
(4) Includes 165,000 shares of dELiA*s Common Stock and 21,564 shares of
iTurf Class A Common Stock which Mr. Guillemin has an option to purchase
which is exercisable (or will become exercisable within 60 days).
(5) Includes 65,000 shares of dELiA*s Common Stock and 44,924 shares of iTurf
Class A Common Stock which Mr. Navarro has an option to purchase which is
exercisable (or will become exercisable within 60 days).
(6) Includes 24,000 shares of dELiA*s Common Stock which Mr. Horchow has an
option to purchase which is exercisable (or will become exercisable within
60 days).
10
<PAGE>
(7) Includes 24,000 shares of dELiaA*s Common Stock which Mr. Pinto has an
option to purchase which is exercisable (or will become exercisable
within 60 days) and 25,000 shares of dELiaA*s Common Stock which Mr.
Pinto owns as trustee and which Mr. Pinto has the power to dispose of
and vote.
(8) Includes 8,000 shares which Mr. Copeland has an option to purchase which
is exercisable (or will become exercisable within 60 days).
(9) Voting power reflects the fact that each share of iTurf Class B common
stock is entitled to six votes, while iTurf Class A common stock is
entitled to one vote per share.
11
<PAGE>
FAMILY STOCKHOLDERS AGREEMENT
Certain members of Stephen I. Kahn's family and trusts for the benefit of
such persons (the "Family Holders") and Stephen I. Kahn have entered into a
stockholders agreement with the Company (the "Family Stockholders Agreement").
The Family Stockholders Agreement gives Stephen I. Kahn the right to vote all
the shares of Common Stock owned by the Family Holders on all matters that come
before the stockholders of the Company. The Company believes the Family Holders,
collectively, owned 20% of the outstanding Common Stock as of May 15, 2000. The
Family Stockholders Agreement will expire on December 18, 2006.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
/s/ STEPHEN I. KAHN
---------------------------
Stephen I. Kahn
Chairman of the Board and
Chief Executive Officer
Date: May 25, 2000
13
<PAGE>
EXHIBIT INDEX
2.1 Bill of Sale and Contribution and Assumption Agreement between dELiA*s
LLC and dELiA*s Inc. (incorporated by reference to Exhibit 2.1 to our
registration statement on Form S-1 (Registration No. 333-15153))
3.1 Certificate of incorporation of dELiA*s Inc. (incorporated by reference
to Exhibit 3.1 to our registration statement on Form S-1 (Registration
No. 333-15153))
3.2 Bylaws of dELiA*s Inc. (incorporated by reference to Exhibit 3.2 to our
registration statement on Form S-1 (Registration No. 333-15153))
10.1 Form of Employment Agreement between dELiA*s Inc. and Stephen I. Kahn
(incorporated by reference to Exhibit 10.1 to our registration
statement on Form S-1 (Registration No. 333-15153))
10.2 Employment Agreement between dELiA*s Inc. and Christopher C. Edgar
(incorporated by reference to Exhibit 10.2 to our registration
statement on Form S-1 (Registration No. 333-15153))
10.3 Employment Agreement between dELiA*s Inc. and Evan Guillemin
(incorporated by reference to Exhibit 10.3 to our registration
statement on Form S-1 (Registration No. 333-15153))
10.4 Form of Family Stockholders Agreement among dELiA*s Inc., Stephen I.
Kahn and the persons listed on exhibit A thereto (incorporated by
reference to Exhibit 10.4 to our registration statement on Form S-1
(Registration No. 333-15153))
10.5 Amended and Restated 1996 Stock Incentive Plan (incorporated by
reference to our Schedule 14A filed on June 12, 1998)
10.6 Restricted Stock Plan (incorporated by reference to Exhibit 10.6 to our
registration statement on Form S-1 (Registration No. 333-15153))
10.7 Stock Option Agreement between dELiA*s Inc. and Evan Guillemin
(incorporated by reference to Exhibit 10.7 to our registration
statement on Form S-1 (Registration No. 333-15153))
10.8 [omitted]
10.9 Lease Agreement dated May 3, 1995 between dELiA*s Inc. and The Rector,
Church-Wardens and Vestrymen of Trinity Church in the City of New York
(the "Lease Agreement"); Modification and Extension of Lease Agreement
dated September 26, 1996 (incorporated by reference to Exhibit 10.9 to
our registration statement on Form S-1 (Registration No. 333-15153))
10.10 Form of Restricted Stock Agreements between dELiA*s Inc. and holders of
our common stock subject to the Restricted Stock Plan (incorporated by
reference to Exhibit 10.10 to our registration statement on Form S-1
(Registration No. 333-15153))
10.11 Employment Agreement dated April 5, 1999 between iTurf Inc. and Stephen
I. Kahn (incorporated by reference to Exhibit 10.10 to iTurf's
registration statement on Form S-1 (Registration No. 333-71123))
10.12 Lease Agreement dated April 11, 1997 between dELiA*s Inc. and Keystone
Distribution Center, Inc. (incorporated by reference to Exhibit 10.12
to the dELiA*s Inc. Annual Report on Form 10-K for the fiscal year
ended January 31, 1997)
10.13 Agreement dated April 4, 1997 between dELiA*s Inc. and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
amending the Lease Agreement (incorporated by reference to Exhibit
10.13 to the dELiA*s Inc. Annual Report on Form 10-K for the fiscal
year ended January 31, 1997)
14
<PAGE>
10.14 Agreement dated October 7, 1997 between dELiA*s Inc. and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
amending the Lease Agreement (incorporated by reference to Exhibit
10.14 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1997)
10.15 Amendment No. 1 to Employment Agreement between dELiA*s Inc. and
Christopher C. Edgar, dated September 15, 1998 (incorporated by
reference to Exhibit 10.15 to the dELiA*s Inc. Quarterly Report on Form
10-Q for the fiscal quarter ended October 31, 1998)
10.16 Amendment No. 1 to Employment Agreement between dELiA*s Inc. and Evan
Guillemin, dated September 15, 1998 (incorporated by reference to
Exhibit 10.16 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1998)
10.17 Credit Agreement dated December 7, 1998 between First Union National
Bank, dELiA*s Inc. and the subsidiaries listed on Schedule 1 thereto
(incorporated by reference to Exhibit 10.17 to the dELiA*s Inc.
Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1998)
10.18 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.17
to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1998)
10.19 Intercompany Services Agreement between dELiA*s Inc. and iTurf Inc.,
dated April 8, 1999 (incorporated by reference to Exhibit 10.1 to the
iTurf Inc. registration statement on Form S-1 (Registration No.
333-71123))
10.20 Trademark License Agreement between dELiA*s Inc. and iTurf Inc., dated
April 8, 1999 (incorporated by reference to Exhibit 10.2 to the iTurf
Inc. registration statement on Form S-1 (Registration No. 333-71123))
10.21 Amendment No. 1, dated April 8, 1999, to Credit Agreement between First
Union National Bank, dELiA*s Inc. and our subsidiaries listed on the
signature page thereto (incorporated by reference to Exhibit 10.21 to
the dELiA*s Inc. annual report on Form 10-K for the fiscal year ended
January 31, 1999)
10.22 Advertising Agreement between iTurf and America Online, Inc., dated May
4, 1999 (incorporated by reference to Exhibit 10.16 to the iTurf Inc.
Quarterly Report on Form 10-Q for the fiscal quarter ended
May 1, 1999)+
10.23 Construction Loan Agreement dated August 6, 1999, among dELiA*s
Distribution Company, dELiA*s Inc. and Allfirst Bank (incorporated by
reference to Exhibit 10.23 to the dELiA*s Inc. Quarterly Report on Form
10-Q for the fiscal quarter ended July 31, 1999)
10.24 Mortgage Note dated August 6, 1999 made by dELiA*s Distribution Company
in favor of Allfirst Bank (incorporated by reference to Exhibit 10.24
to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999)
10.25 Online Advertising Authorized Reseller Agreement between iTurf,
T@ponline and MarketSource Corporation, dated September 1, 1999
(incorporated by reference to Exhibit 99.1 of iTurf's Current Report on
Form 8-K dated September 7, 1999)
10.26 Offline Advertising Purchase Agreement between iTurf and MarketSource
Corporation, dated September 1, 1999 (incorporated by reference to
Exhibit 99.2 of iTurf's Current Report on Form 8-K dated September 7,
1999)
10.27 Registration Rights Agreement between iTurf and MarketSource
Corporation (incorporated by reference to Exhibit 10.19 to the iTurf
Inc. Registration Statement on Form S-1 (Registration No. 333-90435))
15
<PAGE>
10.28 Amendment No. 2 to Employment Agreement between dELiA*s Inc. and
Christopher C. Edgar, dated October 18, 1999 (incorporated by reference
to Exhibit 10.28 to the dELiA*s Inc. Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 1999)
10.29 Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Evan
Guillemin, dated October 18, 1999 (incorporated by reference to Exhibit
10.29 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1999)
10.30 Employment Agreement dated August 1998 between Storybook Inc. (a
wholly-owned subsidiary of dELiA*s Inc.) and Estelle DeMuesy
(incorporated by reference to Exhibit 10.30 to the dELiA*s Inc.
Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1999)
10.31* Employment Agreement dated February 2, 2000 between dELiA*s Inc. and R.
James Cooper
21* Subsidiaries of the Registrant
23.1* Consent of Ernst & Young LLP
23.2* Consent of Deloitte & Touche LLP
27.1* Financial Data Schedule
- -----------
* Previously filed
+ Confidential treatment granted as to certain portions, which portions
have been omitted and filed separately with the SEC.
16
