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Exhibit 99.3
ITURF INC.
PROXY
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 2000
This proxy is solicited on behalf of the Board of Directors of iTurf
Inc. ("iTurf") for the special meeting in lieu of an annual meeting of
stockholders (including any adjournments or postponements thereof, the
"Special Meeting") of iTurf to be held at Tarrytown House, East Sunnyside
Lane, Tarrytown, NY 10591, beginning at 3:00 p.m. local time, on
November 17, 2000.
Unless otherwise specified below, the undersigned, a holder of record of
shares of Class A common stock, par value $.01 per share ("Common Stock"), of
iTurf at the close of business on October 13, 2000 (the "Record Date"), hereby
appoints Stephen I. Kahn, Alex S. Navarro and Dennis Goldstein, or any of them,
the proxy or proxies of the undersigned, each with full power of substitution,
to attend the Special Meeting and to vote as specified in this proxy all the
shares of Common Stock which the undersigned would otherwise be entitled to vote
if personally present upon the proposals described in the Joint Proxy Statement
/ Prospectus for the Special Meeting and such other matters as may properly come
before such meeting. The undersigned hereby revokes any previous proxies with
respect to the matters covered in this proxy.
THE BOARD OF DIRECTORS OF iTurf RECOMMENDS A VOTE FOR THE PROPOSALS DESCRIBED
IN THE JOINT PROXY STATEMENT / PROSPECTUS
IF RETURNED CARDS ARE SIGNED AND DATED BUT NOT MARKED YOU WILL BE DEEMED TO HAVE
VOTED FOR THE PROPOSALS DESCRIBED IN THE JOINT PROXY STATEMENT / PROSPECTUS
1. Approval and adoption of the Agreement and Plan of Merger, dated as of
August 16, 2000, as amended October 12, 2000, by and among iTurf, iTurf
Breakfast Corp. and dELiA*s Inc.
|_| FOR |_| AGAINST |_| ABSTAIN
2. Approval of the Second Restated Certificate of Incorporation of iTurf
|_| FOR |_| AGAINST |_| ABSTAIN
3. Approval of the amendment to iTurf's 1999 Amended and Restated Stock
Incentive Plan
|_| FOR |_| AGAINST |_| ABSTAIN
4. Election of two Class A directors of iTurf
Nominees: Christopher C. Edgar
Evan Guillemin
STOCKHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY DRAWING A
LINE THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE. ANY PROXY
EXECUTED IN SUCH MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE FOR THE
ELECTION OF ANY NOMINEE SHALL BE DEEMED TO GRANT SUCH AUTHORITY.
|_| GRANT authority to vote for |_| WITHHOLD authority to vote for
the two nominees the two nominees
5. Ratification of the appointment of Ernst & Young LLP as the independent
auditors of iTurf
|_| FOR |_| AGAINST |_| ABSTAIN
6. Authority to vote in their discretion on such other business as may
properly come before the meeting.
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|_| FOR |_| AGAINST |_| ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If you do not sign and return
this proxy card or attend the Special Meeting and vote by ballot, your shares
cannot be voted.
Proxies can only be given by stockholders of record on the Record Date.
Please sign your name below exactly as it appears hereon. When shares of Common
Stock are held of record by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated:____________________________, 2000
________________________________________
Signature (Title, if any)
________________________________________
Signature if held jointly
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
