8-K, 2001-01-19
Previous: ITURF INC, 8-A12G, EX-4.1, 2001-01-19


                                  UNITED STATES
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            JANUARY 9, 2001                                 0-25347
--------------------------------------             ------------------------
Date of Report (Date of earliest event             (Commission File Number)

                                  DELIA*S CORP.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     13-3963754
-------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
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)

         (Former name or former address, if changed since last report)



    On January 9, 2001, the Board of Directors of dELiA*s Corp. (the "Company")
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each outstanding share of Class A Common Stock, $.01 par value, of
the Company (the "Class A Common Shares") and Class B Common Stock, $.01 par
value, of the Company (the "Class B Common Shares" and, together with the Class
A Common Shares, the "Common Shares"), payable to the stockholders of record on
January 22, 2001 (the "Record Date"). The Board of Directors also authorized and
directed the issuance of one Right with respect to each Common Share issued
thereafter until the Distribution Date (as defined below) (or the earlier
redemption or expiration of the Rights).

    Except as set forth below, each Right, when it becomes exercisable, entitles
the registered holder to purchase one one-hundredth of a share of Series A
Junior Participating Preferred Stock, $.01 par value (the "Preferred Shares"),
at a price of $25.00, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and The Bank of New York, as Rights
Agent (the "Rights Agent"), dated as of January 12, 2001.

    Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates (as
hereinafter defined) will be distributed. The Rights will separate from the
Common Shares upon the earliest to occur of (i) the tenth day after public
disclosure that a person or entity (a "Person") or group of affiliated or
associated Persons (a "Group") has acquired beneficial ownership of 15% or more
of the outstanding Class A Common Shares (except pursuant to a Permitted Offer,
as hereinafter defined); or (ii) 10 business days (or such later date as the
Board of Directors may determine) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the consummation of
which would result in a Person or Group becoming an Acquiring Person (as
hereinafter defined) (the earliest of such dates being called the "Distribution
Date"). A Person or Group whose acquisition of Class A Common Shares causes a
Distribution Date pursuant to clause (i) above is an "Acquiring Person." The
date that a Person or Group becomes an Acquiring Person is the "Stock
Acquisition Date."

    Notwithstanding the foregoing, Stephen I. Kahn, the Chairman and Chief
Executive Officer of the Company, members of his immediate family sharing his
household and any Group of which Stephen I. Kahn is a member as of January 22,
2001, including any successors to, or assignees of, the rights and obligations
of any member of such Group under any contract or arrangement creating such
Group, will not be deemed to be Acquiring Persons and their ownership will not
cause a Distribution Date unless they, either alone or together with their
respective affiliates or associates, increase their collective beneficial
ownership of Class A Common Shares to 45% of the shares then outstanding,
representing an increase of approximately 15% over their current collective
ownership level.



    In addition, a Person who acquires Class A Common Shares pursuant to a
tender or exchange offer which is for all outstanding Class A Common Shares at a
price and on terms which the Board of Directors determines (prior to
acquisition) to be adequate and in the best interests of the Company and its
stockholders (other than such Person, its affiliates and associates) (a
"Permitted Offer") will not be deemed to be an Acquiring Person and such
Person's ownership will not constitute a Distribution Date.

    The Preferred Shares purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to receive a minimum preferential quarterly
dividend payment of an amount equal to 100 times the dividend declared per Class
A Common Share. In the event of a liquidation, dissolution or winding up of the
Company, the holders of the Preferred Shares will be entitled to receive a
minimum liquidation payment of an amount equal to 100 times the payment made per
Class A Common Share. Each Preferred Share will have 100 votes, voting together
with the Class A Common Shares. In the event of any merger, consolidation or
other transaction in which Class A Common Shares are exchanged, each Preferred
Share will be entitled to receive 100 times the amount and type of consideration
received per Class A Common Share. The rights of the Preferred Shares as to
dividends and liquidation, and in the event of mergers and consolidation, are
protected by customary anti-dilution provisions. Because of the nature of the
Preferred Share dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Class A Common Share.

    The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon the transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights to Purchase Preferred Stock being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date (and to each initial record
holder of certain Common Shares issued after the Distribution Date), and such
separate Right Certificates alone will evidence the Rights.

    The Rights are not exercisable until the Distribution Date, and will expire
at the close of business on January 22, 2011, unless earlier redeemed by the
Company as described below.

    In the event that any Person becomes an Acquiring Person, each holder of
Rights (other than Rights that have become null and void as described below)
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
of such Rights, the number of Class A Common Shares (or, in certain
circumstances, other securities of the Company) having a value (immediately



to such triggering event) equal to two times the aggregate exercise price of
such Rights. For example, if a Person became an Acquiring Person at a time when
the current per share market price of the Company's Class A Common Shares is $20
and the Purchase Price was $100, each holder of a Right (other than a Right
which has become null and void as described herein) would have the right to
receive ten Class A Common Shares upon exercise of the Right and payment of the
Purchase Price of $100. Following the occurrence of the event described above,
all Rights that are or (under certain circumstances specified in the Rights
Agreement) were beneficially owned by any Acquiring Person or any affiliate or
associate thereof or certain transferees thereof will be null and void.

    The Board, at its option, may at any time after any Person becomes an
Acquiring Person exchange all or part of the then issued and outstanding Rights
(other than those that have become null and void as described above) for Class A
Common Shares at an exchange ratio of one Class A Common Share per Right in lieu
of the Flip-In Right, provided no Person is the beneficial owner of 50% or more
of the Class A Common Shares at the time of such exchange.

    In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding Common Shares immediately prior to
the consummation of the transaction are not the holders of all of the surviving
corporation's voting power or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, then each holder of Rights (except Rights
which previously have been voided as discussed above) shall thereafter have the
right (the "Flip-Over Right") to receive, upon exercise of such Rights, common
shares of the acquiring company (or, in certain circumstances, its parent)
having a value equal to two times the aggregate exercise price of the Rights.
The Flip-Over Right shall not apply to any transaction described in clause (i)
if such transaction is with a Person or Persons (or a wholly owned subsidiary of
any such Person or Persons) that acquired Class A Common Shares pursuant to a
Permitted Offer and the price and form of consideration offered in such
transaction is the same as that paid to all holders of Class A Common Shares
whose shares were purchased pursuant to the Permitted Offer. The holder of a
Right will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.

    The Purchase Price payable, and the number of Class A Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares.

    With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Class A Common Shares will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Class A Common Shares on the last trading day prior to the date of exercise.

    At any time prior to the earlier to occur of (i) a Person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at



a price of $.0001 per Right (the "Redemption Price"), which redemption shall be
effective at such time, on such basis and with such conditions as the Board of
Directors may establish in its sole discretion. The Company may, at its option,
pay the Redemption Price in Class A Common Shares.

    All of the provisions of the Rights Agreement may be amended by the Board of
Directors prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of Directors in
order to cure any ambiguity, defect or inconsistency, or to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person).

    Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.

    The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a Person or Group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors, as the Rights may be redeemed by the Company for $.0001 per
Right prior to the time that a Person or Group has acquired beneficial ownership
of 15% or more of the Common Shares.

    A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.


      (c)   EXHIBITS.

      4.1   Rights Agreement, dated as of January 12, 2001, between dELiA*s
            Corp. and The Bank of New York, incorporated by reference to the
            dELiA*s Corp. Form 8-A filed with the Securities and Exchange
            Commission on January 19, 2001.




            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 hereunto duly authorized.

Date:  January 19, 2001

                                    dELiA*s Corp.

                                     By:   /s/ Stephen I. Kahn
                                           Name: Stephen I. Kahn
                                           Title: Chairman and Chief
                                           Executive Officer


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