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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000
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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): NOVEMBER 20, 2000
DELIA*S CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-25347 13-3963754
(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)
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STATEMENTS CONTAINED IN THIS DOCUMENT MAY BE FORWARD-LOOKING STATEMENTS (WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934). WHEN USED IN THIS DOCUMENT, THE WORDS
"BELIEVE," "PLAN," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF
THIS REPORT. THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE
FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT
LIMITED TO: FLUCTUATIONS IN CONSUMER PURCHASING PATTERNS AND ADVERTISING
SPENDING; TIMING OF, RESPONSE TO AND QUANTITY OF OUR CATALOG MAILINGS; CHANGES
IN THE GROWTH RATE OF INTERNET USAGE AND ONLINE USER TRAFFIC LEVELS; ACTIONS OF
OUR COMPETITORS; THE TIMING AND AMOUNT OF COSTS RELATING TO THE EXPANSION OF OUR
OPERATIONS AND ACQUISITIONS OF TECHNOLOGY OR BUSINESSES AND THEIR INTEGRATION;
GENERAL ECONOMIC AND MARKET CONDITIONS; AND OTHER FACTORS OUTSIDE OUR CONTROL.
THESE FACTORS, AND OTHER FACTORS THAT APPEAR IN THIS REPORT OR IN OUR OTHER
SECURITIES AND EXCHANGE COMMISSION FILINGS, INCLUDING OUR MOST RECENT
REGISTRATION STATEMENT (NO. 333-44916) ON FORM S-4, 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.
Item 2. Acquisition or Disposition of Assets.
On November 20, 2000, iTurf Inc. ("iTurf") acquired dELiA*s Inc., a
Delaware corporation ("Old dELiA*s"). Old dELiA*s was acquired pursuant to an
Agreement and Plan of Merger, dated as of August 16, 2000 and amended on October
12, 2000, by and among iTurf, iTurf Breakfast Corporation, a Delaware
corporation and wholly-owned subsidiary of iTurf ("Merger Sub"), and Old
dELiA*s. Pursuant to the Merger Agreement, Merger Sub was merged with and into
Old dELiA*s (the "Merger"), with Old dELiA*s as the surviving corporation, under
the new name dELiA*s Group Inc., becoming a wholly-owned subsidiary of iTurf.
Concurrently with the consummation of the Merger, iTurf changed its
name to dELiA*s Corp.
The merger consideration consisted of 27,844,294 newly-issued shares
of iTurf Class A common stock. In the Merger, each holder of dELiA*s Inc.
common stock received 1.715 shares of Class A common stock of dELiA*s Corp.
The Merger will be accounted for as a "purchase" for accounting and financial
reporting purposes. The merger will be treated as a reverse acquisition by
Old dELiA*s of the 46% minority interest of iTurf, that is, the shares of
iTurf's common stock that Old dELiA*s does not already own, because Old
dELiA*s stockholders will own more than 50% of the combined company.
Prior to the consummation of the Merger, Old dELiA*s owned all of
iTurf's outstanding Class B common stock, representing approximately 54% of the
total outstanding common stock of iTurf and approximately 88% of the voting
power. Stephen I. Kahn and Christopher C. Edgar served on the board of directors
and were officers of both companies, Evan Guillemin served on the board of
directors of iTurf and was an officer of both companies, and Alex S. Navarro was
an officer of both companies. Each of these individuals also owned stock in both
companies. In addition, Dennis Goldstein was an officer of iTurf and his wife
was an employee of Old dELiA*s; together they owned stock in both companies.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
In accordance with Instruction 4 of this Item 7, we will file
financial statements required by this item on a report on Form
8-K/A as soon as practicable, but in no event later than 60
days after the date we are required to file this report on Form
8-K.
(b) PRO FORMA FINANCIAL INFORMATION
In accordance with Instruction 4 of this Item 7, we will file
pro forma financial information required by this item on a
report on Form 8-K/A as soon as practicable, but in no event
later than 60 days after the date we are required to file this
report on Form 8-K.
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(c) EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated August 16,
2000, by and among iTurf, Merger Sub and dELiA*s
(incorporated by reference to Amendment No. 1 to
our Registration Statement on Form S-4
(Registration No. 333-33916))
Exhibit 2.2 Amendment dated October 12, 2000 to Agreement
and Plan of Merger dated August 16, 2000, by and
among iTurf, Merger Sub and dELiA*s (incorporated
by reference to Amendment No. 1 to our
Registration Statement on Form S-4 (Registration
No. 333-33916))
* The Merger Agreement describes certain schedules to the Merger 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: December 4, 2000 dELiA*s Corp.
By: /s/ STEPHEN I. KAHN
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Stephen I. Kahn
Chairman of the Board, President and
Chief Executive Officer
