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FILE NO. 333-90435
FILED UNDER
RULE 424(b)(3)
SECOND PROSPECTUS SUPPLEMENT
To Prospectus dated November 29, 1999
ITURF INC.
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This second prospectus supplement supplements the prospectus dated November 29,
1999 (the "Prospectus"), as supplemented by the first prospectus supplement
dated December 7, 1999, relating to the resale of up to 3,586,996 shares of our
Class A common stock, par value $.01 per share, of. iTurf Inc., a Delaware
corporation by certain of our stockholders, which Prospectus was filed as part
of our Registration Statement on Form S-1 (No. 333-90435).
No dealer, salesperson or any other person has been authorized to give any
information or make any representations not contained in this Prospectus
Supplement or the Prospectus to which it relates and, if given or made, such
information or representations must not be relied upon as having been authorized
by us or the Selling Stockholders. This Prospectus Supplement and the Prospectus
to which it relates do not constitute an offer of any securities other than
those to which such documents relate 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
Supplement or the Prospectus to which it relates nor any sale made hereunder or
thereunder shall, under any circumstance, create any implication that the
information contained herein or therein is correct as of any time subsequent to
the date hereof.
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March 27, 2000
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Since the date of the prospectus, Martin D. Levine and Derek White, two
of the selling stockholders named in the "Principal and Selling Stockholders"
table in the prospectus, have donated a portion of their shares of our Class A
common stock to other persons, who were not named as selling shareholders in the
prospectus. These donees have requested that be included as selling stockholders
in the prospectus. Accordingly, the "Principal and Selling Stockholders" table
of the prospectus is supplemented by the information in the table below to
include the donees with respect to the shares that were given to them, as
indicated below. The total number of shares of our Class A common offered by the
prospectus, as supplemented by this prospectus supplement, remains unchanged.
<TABLE>
<CAPTION>
Shares of dELiA*s
Shares of iTurf Class A Common Shares of iTurf Class A Common Inc.
Stock Beneficially Owned Stock Beneficially Owned Common Stock
Before Offering(1) After Offering(1) Beneficially Owned(1)
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Number of
Shares of iTurf
Class A
Percentage Voting Common Percentage Voting Percentage
Number Owned Power(2) Stock Offered Number Owned Power(2) Number Owned
------ ----- -------- ------------- ------ ----- -------- ------ -----
SELLING STOCKHOLDERS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
David Breithaupt (3)..... 1,500 * * 1,500 -- -- -- -- --
Michael Colarossi (3).... 1,500 * * 1,500 -- -- -- -- --
Michael L. Cutler (3).... 1,500 * * 1,500 -- -- -- -- --
Peter Diffendal (3)...... 1,500 * * 1,500 -- -- -- -- --
Andrew N. Freidheim (3).. 1,500 * * 1,500 -- -- -- -- --
Karen D. Gutcher (3)..... 1,500 * * 1,500 -- -- -- -- --
John Hoepfner (3)........ 1,500 * * 1,500 -- -- -- -- --
Julia Holland (3)........ 1,500 * * 1,500 -- -- -- -- --
James W. Jones (3)....... 1,500 * * 1,500 -- -- -- -- --
Richard M. Mangione (3).. 1,500 * * 1,500 -- -- -- -- --
David Marcou (3)......... 1,500 * * 1,500 -- -- -- -- --
Diane Marullo (3)........ 1,500 * * 1,500 -- -- -- -- --
Larry D. McAnallen (3)... 1,500 * * 1,500 -- -- -- -- --
James Mediate (3)........ 1,500 * * 1,500 -- -- -- -- --
Wayne J. Meszaros (3).... 1,500 * * 1,500 -- -- -- -- --
Karen J. Meyer (3)....... 1,500 * * 1,500 -- -- -- -- --
Peter Morrison (3)....... 1,500 * * 1,500 -- -- -- -- --
Heidi F. Shore (3)....... 1,500 * * 1,500 -- -- -- -- --
Kenneth Silver (3)....... 1,500 * * 1,500 -- -- -- -- --
Carolyn Adele White (4).. 93,700 * * 93,700 -- -- -- -- --
</TABLE>
(1) Shares that an individual or group has the right to acquire within 60
days of February 1, 2,000 pursuant to the exercise of options, warrants
or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage ownership of such person or group, but are
not deemed outstanding for the purpose of computing the percentage
ownership of any other person listed in this table.
(2) Voting power reflects the fact that each share of Class B common stock
is entitled to six votes, while Class A common stock is entitled to one
vote per share. See "Description of Capital Stock--Common Stock" in the
prospectus.
(3) Shares beneficially owned by selling stockholder were donated to it by
Martin D. Levine, a selling stockholder more specifically identified in
the prospectus.
S-2
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(4) 42,361 shares beneficially owned by selling stockholder were donated to
it by Derek White, a selling stockholder more specifically identified
in the prospectus and includes 2,999 shares owned as trustee for the
Austin Michael White 1999 Trust and 2,999 shares owned as trustee for
the Madison Adele White 1999 Trust. Shares beneficially owned by
selling stockholder also includes 51,339 shares held by Derek White, a
member of the selling stockholder's family, which were included in the
prospectus.
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