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As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ALLOY ONLINE, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3310676
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
151 West 26th Street, 11th Floor
New York, NY 10001
(212) 244-4307
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Matthew Diamond
President and Chief Executive Officer
151 West 26th Street, 11th Floor
New York, NY 10001
(212) 244-4307
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to each of:
Tim Reusing, Esq. Richard M. Graf, Esq.
Alloy Online, Inc. Mintz, Levin, Cohn, Ferris,
151 West 26th Street, 11th Floor And Glovsky and Popeo, P.C.
New York, NY 10001 701 Pennsylvania Ave., N.W.
(212) 244-4307 Washington, DC 20004
(202) 434-7300
And
Susan M. Tarrant, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02110
(617) 542-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] ________________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Amount of
Title of each class of Amount to be offering price per Proposed maximum aggregate registration
securities to be registered registered unit offering price (1)(2) fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 5,495,818 $12.50 $68,697,725 $18,137
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</TABLE>
(1) Includes 460,825 shares of common stock to be issued upon exercise of
warrants and an indeterminate number of additional shares of common stock as may
from time to time become issuable upon exercise of the warrants by reason of
stock splits, stock dividends and other similar transactions. Pursuant to Rule
416(a) of the Securities Act of 1933, as amended (the "Act"), this registration
statement shall be deemed to cover additional securities that may be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) based upon the average of the high and low prices of the
Registrant's Common Stock, as reported on the Nasdaq National Market on June 7,
2000.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
Subject to Completion dated June 15, 2000
ALLOY ONLINE, INC.
5,495,818 Shares of Common Stock
------------------------
This prospectus relates to the resale, from time to time, by the selling
stockholders named in this prospectus, of up to 5,495,818 shares of our common
stock. We issued or will issue these shares to the selling stockholders in
connection with (i) our acquisition of certain interests in businesses owned,
wholly or in part, by certain of the selling stockholders named in this
prospectus, (ii) pursuant to warrants issued to certain of the selling
stockholders in connection with the issuance of our promissory notes in May,
1998, (iii) in connection with our sale of a 19.9% interest in our company to
LDIG ALOY, Inc., a wholly-owned subsidiary of Liberty Digital, Inc. in April
2000, and (iv) the sale of shares of our convertible preferred stock in November
1998 and February 1999 to certain other of the selling stockholders. We will not
receive any of the proceeds from the sale of the shares sold pursuant to this
prospectus and we will bear certain expenses incident to their registration. The
selling stockholders may sell the shares of common stock described in this
prospectus in a number of different ways and at varying prices. The price to the
public for the shares and the proceeds to the selling stockholders will depend
upon the market price of the securities when sold. See "Selling Stockholders"
and "Plan of Distribution."
Our common stock is traded on the Nasdaq National Market under the trading
symbol "ALOY." On June 14, 2000, the last reported sale price for the common
stock on the Nasdaq National Market was $14.4375 per share.
------------------------
Investing in our common stock involves risks.
See "Risk Factors" beginning on page 3.
------------------------
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement to this prospectus. We have not authorized
anyone else to provide you with different information. Neither the delivery of
this prospectus nor any distribution of the shares of common stock shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus. It is a criminal offense to
make any representation to the contrary.
This prospectus is dated June __, 2000.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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TABLE OF CONTENTS
Page
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PROSPECTUS SUMMARY...........................................................1
THE OFFERING.................................................................3
RISK FACTORS.................................................................3
USE OF PROCEEDS.............................................................10
SELLING STOCKHOLDERS........................................................10
PLAN OF DISTRIBUTION........................................................12
LEGAL MATTERS...............................................................13
EXPERTS.....................................................................14
WHERE YOU CAN FIND MORE INFORMATION.........................................14
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PROSPECTUS SUMMARY
You must also consult the more detailed financial statements, and notes
to financial statements, incorporated by reference in this prospectus. This
prospectus contains forward-looking statements and actual results could differ
materially from those projected in the forward-looking statements as a result of
certain of the risk factors as outlined in this prospectus.
Our Company
Alloy Online is a leading Web site providing community, content and
commerce to Generation Y, the 56 million boys and girls between the ages of 10
and 24. Alloy is a leading brand for this influential generation, which the
Census Bureau estimates will grow 19.5% faster than the overall U.S. population
and accounts for more than $250 billion of annual disposable income. Our Web
site, www.alloy.com, is a destination where Generation Y boys and girls can
interact, share information, explore compelling and relevant content and shop.
We believe we have created one of the largest and most vibrant Generation Y
communities on the Internet. This growing community drives merchandise sales,
our principal source of revenues, and positions us to be a leading channel for
marketers that are increasingly looking to the Internet to reach the boys and
girls of Generation Y.
We created our Web site to meet the unique interests and tastes of
Generation Y. Features of our Web site include:
- Community -- we present an appealing environment for Generation Y
boys and girls to share their ideas, express their opinions and develop their
interests through a variety of free interactive services such as e-mail
accounts, instant messaging, personal homepages, chat rooms, interactive advice
forums and message boards;
- Content -- we deliver regularly updated Generation Y-focused
content on subjects such as music, relationships, celebrities, horoscopes,
fashion, entertainment, astrology, gossip and sports; and
- Commerce -- we market products and services in the major
Generation Y categories such as apparel, outerwear, accessories, footwear,
cosmetics, and room furnishings.
Since inception, we have experienced rapid growth. Our revenues,
primarily merchandise sales, have grown from $1.8 million in fiscal 1997 to
$31.2 million in fiscal 1999 and our net losses have increased from $1.9 million
to $14.9 million for the same periods. Revenues for the three months ended
April 30, 2000 were $7.7 million. We incurred additional net losses of $6.3
million for the three months ended April 30, 2000. Due to our unique blend of
online and catalog services, in April 2000 our Web site generated approximately
1.3 million unique visitors, according to Media Metrix, Inc., up from
approximately 263,000 in April 1999, and approximately 1.7 million users have
registered to receive our weekly electronic magazine, Alloy E-Zine. In August
1997, we introduced our Alloy direct mail catalog to attract additional visitors
to our Web site, increase revenues and build recognition for the Alloy brand.
During 2000, we expect to mail approximately 35 million catalogs to boys and
girls of Generation Y. Through our Web site and catalog distribution, we have
developed a database of approximately 3.5 million Generation Y boys and girls,
enabling us to effectively market to specific segments of our audience.
In addition to our sales of Generation Y-focused merchandise, our
community of Generation Y boys and girls presents an important opportunity for
marketers. Marketers are focusing on Generation Y because of their significant
and growing spending power and tendency to carry brand loyalties established at
a young age into adulthood. As a result, we intend to pursue sponsorship and
other revenue opportunities to connect these marketers and our Generation Y
community.
Our objective is to become the leading Generation Y online destination.
In order to achieve this objective, we intend to pursue the following
strategies:
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- Maintain Single Brand Focus. We will continue to build Alloy as a
Generation Y lifestyle brand for both boys and girls known for compelling
community, content and commerce. By promoting our single, unified brand, we
maximize the impact of our marketing efforts.
- Pursue Additional Revenue Opportunities. We intend to generate
sponsorship and other revenues by capitalizing on our growing Generation Y
community.
- Strengthen Co-ed Community. We will continue to foster dynamic
boy-girl interaction on our Web site. We believe that a strong co-ed focus is
critical to creating a successful Generation Y community and provides us an
important competitive advantage.
- Expand Internationally. We intend to pursue the significant
opportunities to serve the large and growing international Generation Y
population.
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Our principal executive offices are located at 151 West 26th Street,
11th Floor, New York, New York 10001. Our telephone number at that location is
(212) 244-4307.
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The Offering
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<S> <C>
Common stock offered ................................... 5,495,818 shares
Common stock to be outstanding after the offering ...... 17,628,154 shares
Use of proceeds ........................................ We will not receive any proceeds from the sale by the
selling holders of our common stock.
Nasdaq National Market symbol for our common stock ..... Our common stock is traded on the Nasdaq National Market
under the symbol "ALOY"
</TABLE>
The number of shares of common stock to be outstanding after this offering does
not include, as of June 14, 2000, a total of 3,603,865 shares of common stock,
consisting of the following:
. 3,028,552 shares of common stock underlying options outstanding as of
June 8, 2000 at a weighted average exercise price of $15.48 per share;
and
. 575,313 shares of common stock available for issuance under our
Restated 1997 Employee, Director and Consultant Stock Plan.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should consider the risks and uncertainties and other information in this
prospectus carefully before deciding to buy our common stock. Our business,
financial condition and results of operations could be harmed by any of the
following risks. The trading price of our common stock could decline due to any
of the following risks, and you might lose all or part of your investment. The
risks and uncertainties described below are not the only ones facing our
company.
Risk Factors That May Affect Future Results
The following risk factors and other information included in this report should
be carefully considered. The risks and uncertainties described below are not the
only ones we face. Additional risks and uncertainties not presently known to us
or that we deem immaterial may also impair our business operations. If any of
the following risks actually occur, our business, financial condition or results
of operations could be materially and adversely affected.
Risks Related to Our Business
We have a limited operating history upon which to evaluate our potential for
future success. We were incorporated in January 1996 and did not begin to
generate meaningful revenues until August 1997. Accordingly, we have only a
limited operating history upon which you can evaluate our business and
prospects. You must consider the risks and uncertainties frequently encountered
by early stage companies in new and rapidly evolving markets, such as electronic
commerce. If we are unsuccessful in addressing these risks and uncertainties,
our business, results of operations and financial condition will be materially
and adversely affected.
We have a history of losses, and we expect losses for the foreseeable future.
Since our inception in January 1996, we have incurred significant net losses,
resulting primarily from costs related to developing our Web site and database
of Generation Y names, attracting users to our Web site, establishing the Alloy
brand, hiring employees, making strategic acquisitions and becoming a public
company. At January 31, 2000, we had an accumulated deficit of approximately
$23.2 million. Because of our plans to continue to invest heavily in marketing
and promotion, to hire additional employees, to enhance our Web site and
operating infrastructure, and making additional strategic
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acquisitions, we expect to incur significant net losses for the foreseeable
future. If our revenue growth is slower than we anticipate or our operating
expenses exceed our expectations, our losses will be significantly greater. We
may never achieve profitability.
Our stock price may be adversely affected by significant fluctuations in our
quarterly operating results. Our revenues for the foreseeable future will remain
primarily dependent on sales of merchandise appearing in our catalogs and on our
Web site, and secondarily on sponsorship and advertising revenues. We cannot
forecast with any degree of certainty the number of visitors to our Web site,
the extent of our merchandise sales or the amount of sponsorship and advertising
revenues.
We expect our operating results to fluctuate significantly from quarter to
quarter. We have already experienced the effects of seasonality on our
merchandise sales, which are generally lower in the first half of each year. We
believe that sponsorship and advertising sales in traditional media, such as
television and radio, generally are lower in the first and third calendar
quarters of each year. If similar seasonal and cyclical patterns emerge in
Internet sponsorship and advertising spending, these revenues may vary
significantly based on these patterns.
Other factors which may cause our operating results to fluctuate significantly
from quarter to quarter include:
. our ability to attract new and repeat visitors to our Web site and convert
them into customers;
. price competition;
. the level of merchandise returns we experience;
. unanticipated cost increases or delays in shipping, transaction processing
and catalog production;
. unanticipated delays or cost increases with respect to product
introductions; and
. the costs, timing and impact of our sales and marketing initiatives.
Because of these and other factors, we believe that quarter-to-quarter
comparisons of our results of operations are not good indicators of our future
performance. If our operating results fall below the expectations of securities
analysts and investors in some future periods, then our stock price may decline.
Our business will suffer if we fail to keep current with Generation Y fashion
and lifestyle trends. Our continued success will depend on our ability to keep
current with the changing fashion tastes and interests of our Generation Y
customers. If we fail to anticipate, identify or respond to changes in styles,
trends or brand preferences of our customers, we are likely to experience
reduced revenues from merchandise sales. Moreover, the Alloy brand could be
eroded by misjudgments in merchandise selection or a failure to keep our
community and content current with the evolving preferences of our audience.
These events would likely reduce the number of visitors to our Web site and
limit opportunities for sponsorship and advertising sales. As a consequence of
these developments, our business would suffer.
Our planned online and traditional marketing campaigns may not attract
sufficient additional visitors to our Web site or may detract from our image. We
plan to continue to pursue aggressive marketing campaigns online and in
traditional media to promote the Alloy brand and attract an increasing number of
visitors to our Web site. We believe that maintaining and strengthening the
Alloy brand will be critical to the success of our business. This investment in
increased marketing carries with it significant risks, including the following:
. Our advertisements may not properly convey the Alloy brand image, or may
even detract from our image. Unlike advertising on our Web site which gives
us immediate feedback and allows us promptly to adjust our messages,
advertising in print and broadcast media is less flexible. These
advertisements typically take longer and cost more to produce and
consequently have longer run times. If we fail to convey the optimal
message in these advertising campaigns, the impact may be more lasting and
more costly to correct.
. Even if we succeed in creating the right messages for our promotional
campaigns, these advertisements may fail to attract new visitors to our Web
site at levels commensurate with their costs. We may fail to choose the
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optimal mix of television, radio, print and other media to cost-
effectively deliver our message. Moreover, if these efforts are
unsuccessful, we will face difficult and costly choices in deciding whether
and how to redirect our marketing dollars.
We rely heavily on third parties for essential business operations and
disruptions or failures in service may adversely affect our ability to deliver
goods and services to our customers.
General. We depend on third parties for important aspects of our
business, including:
. Internet access;
. development of software for new Web site features;
. content; and
. telecommunications.
We have limited control over these third parties, and we are not their only
client. We may not be able to maintain satisfactory relationships with any of
them on acceptable commercial terms. Further, we cannot be certain that the
quality of products and services that they provide may remain at the levels
needed to enable us to conduct our business effectively. Many of our agreements
with technology and content providers are on very favorable terms that do not
include license fees, but instead provide for revenue sharing. We may not be
able to renew these agreements on similar terms.
Reliance on OneSoft Corporation. We rely heavily on OneSoft Corporation
to maintain and operate our Web site in its facilities in Annandale, Virginia.
This system's continuing and uninterrupted performance is critical to our
success. Growth in the number of users accessing our Web site may strain its
capacity, and we rely on OneSoft to upgrade our system's capacity in the face of
this growth. OneSoft also provides our connection to the Internet. Sustained or
repeated system failures or interruptions of our Web site connection services
would reduce the attractiveness of our Web site to customers and advertisers and
could therefore have a material and adverse effect on our business.
Reliance on Fulfillment Services Providers. We switched our fulfillment
services provider in May, 2000. We rely heavily on our third party fulfillment
services provider for the performance of order processing, order fulfillment,
customer service and shipping. Disruptions or delays in these services could
discourage customers from ordering from us in the future and could therefore
have a material and adverse effect on our business. Service provision from our
new fulfillment service provider is untested and there is no assurance that such
service will be satisfactory. If our new fulfillment service provider does not
perform as expected, results of our business operations and financial condition
will be materially and adversely affected.
Our management is new and may have difficulty managing our expected growth. In
order to execute our business plan, we must continue to grow significantly. This
growth will strain our personnel, management systems and resources. To manage
our growth, we must implement operational and financial systems and controls and
recruit, train and manage new employees. Some key members of our management have
only recently been hired. These individuals have had little experience working
with our management team. We cannot be certain that we will be able to integrate
new executives and other employees into our organization effectively. If we do
not manage growth effectively, our business, results of operations and financial
condition will be materially and adversely affected.
We depend on our key personnel to operate our business, and we may not be able
to hire enough additional management and other personnel as our business grows.
Our performance is substantially dependent on the continued services and on the
performance of our executive officers and other key employees, particularly
Matthew C. Diamond, our Chief Executive Officer, James K. Johnson, Jr., our
Chief Operating Officer and Samuel A. Gradess, our Chief Financial Officer. The
loss of the services of any of our executive officers could materially and
adversely affect our business. Additionally, we believe we will need to attract,
retain and motivate talented management and other highly skilled employees to be
successful. Competition for employees that possess
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knowledge of both the Internet industry and the Generation Y market is intense.
We may be unable to retain our key employees or attract, assimilate and retain
other highly qualified employees in the future.
Intense competition from internet- and catalog-based businesses may decrease our
market share, revenues and gross margins and cause our stock price to decline.
We face intense competition in electronic commerce, catalog sales and online
services. Our Web site and Alloy catalog compete for Generation Y customers with
traditional department store retailers, catalog retailers, direct marketers,
specialty apparel and accessory retailers and discount retailers. This
competition is likely to increase because it is not difficult to enter the
online commerce market, and current and new competitors can launch Web sites at
relatively low cost. Competition could result in price reductions for our
products and services, reduced margins or loss of market share. Consolidation
within the online commerce industry may also increase competition.
The market for Internet users and community services is highly competitive and
rapidly evolving. Competition for users and advertisers is intense and is
expected to increase significantly. There are no substantial barriers to entry
in these markets. Competition could result in fewer visitors to our Web site and
reduced sponsorship and advertising revenues.
Many of our existing competitors, as well as potential new competitors, have
longer operating histories, greater brand recognition, larger customer user
bases and significantly greater financial, technical and marketing resources
than we do. If we fail to compete effectively, our business will be materially
and adversely affected and our stock price will decline.
We may fail to successfully manage and use our databases of Web site users and
customers. An important component of our business model involves the use of our
lists of catalog requesters and Web site registrants to more effectively target
direct marketing messages. We depend upon personal information we collect from
our Web site users for data we need to create direct mailing and e-mailing
lists, tailor our Web site offerings to the tastes of our Generation Y users and
attract marketers to our Web site. We must continuously expand and update our
lists to identify new, prospective Generation Y customers. Names derived from
purchased or rented lists may generate lower response rates and, therefore, a
lower return on our investment in these lists. We must also continually develop
and refine our techniques for segmenting these lists to maximize their
usefulness to us and our marketing partners. If we fail to capitalize on these
important business assets, our business model will be less successful. In
addition, laws or regulations that could impair our ability to collect user
names and other information on our Web site may adversely affect our business.
For example, a recently enacted federal law limits our ability to collect
personal information from Web site visitors who may be under age 13.
We must effectively manage our vendors to minimize inventory risk and maintain
our margins. In order to fulfill our orders, we depend upon our vendors to
produce sufficient quantities of products according to schedule. We may maintain
high inventory levels in some categories of merchandise in an effort to maintain
satisfactory fulfillment rates for our customers. This may expose us to risk of
excess inventories and outdated merchandise, which could have a material and
adverse effect on our business. If we underestimate quantities and vendors
cannot restock, then we may disappoint customers who may turn to our
competitors. We also negotiate with our vendors to get the best quality
available at the best prices and increase our profit margins. Our failure to be
able to manage our vendors effectively would adversely affect our operating
results.
We may fail to establish and maintain strategic relationships with other Web
sites to increase numbers of web site users and increase our revenues. We intend
to establish numerous strategic alliances with popular Web sites to increase the
number of visitors to our Web site. There is intense competition for placements
on these sites, and we may not be able to enter into these relationships on
commercially reasonable terms or at all. Even if we enter into strategic
alliances with other Web sites, they themselves may not attract significant
numbers of users. Therefore, our site may not receive additional users from
these relationships. Moreover, we may have to pay significant fees to establish
these relationships. Our inability to enter into new distribution relationships
or strategic alliances and expand our existing ones could have a material and
adverse effect on our business.
We may not be able to adapt as Internet technologies and customer demands
continue to evolve. To be successful, we must adapt to rapidly changing Internet
technologies and continually enhance the features and services provided on our
Web site. We could incur substantial, unanticipated costs if we need to modify
our Web
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site, software and infrastructure to incorporate new technologies demanded by
our audience. We may use new technologies ineffectively or we may fail to adapt
our Web site, transaction-processing systems and network infrastructure to user
requirements or emerging industry standards. If we fail to keep pace with the
technological demands of our Web-savvy audience for new services, products and
enhancements, our users may not use our Web site and instead use those of our
competitors.
We may not be able to protect and enforce our trademarks, Web addresses and
intellectual property rights. Our Alloy brand and our Web address,
www.alloy.com, are critical to our success. We have registered the "Alloy" name,
along with other trademarks with the U.S. Patent and Trademark Office.
Applications for the registration of our other trademarks and service marks are
currently pending. We cannot guarantee that any of these trademark applications
will be granted. In addition, we may not be able to prevent third parties from
acquiring Web addresses that are confusingly similar to our addresses, which
could harm our business.
We may experience fluctuations in postage and paper expenses. Catalog production
and distribution expenses represented approximately 47% of our total revenues in
the fiscal years ended January 31, 1998 and 1999, and approximately 37% of our
total revenues in the fiscal year ended January 31, 2000. A substantial portion
of these expenses have been attributable to paper and postage costs. Material
increases in paper or catalog delivery costs could have a material and adverse
effect on our business.
We may be unable to identify and successfully integrate potential acquisitions
and investments. We have acquired two businesses and we may acquire or make
investments in other complementary businesses, products, services or
technologies on an opportunistic basis when we believe they will assist us in
carrying out our business strategy. We could have difficulty in assimilating
personnel and operations of the two businesses we have acquired and may have
similar problems in future acquisitions. In addition, the key personnel of the
acquired company may decide not to work for us. If we acquire products, services
or technologies, we could have difficulty in assimilating them into our
operations. These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. Furthermore, we may have to
incur debt or issue equity securities to pay for any future acquisitions, the
issuance of which could be dilutive to our existing shareholders.
We are vulnerable to new tax obligations that could be imposed on online
commerce transactions. We do not expect to collect sales or other similar taxes
in respect of shipments of goods into most states. However, various states or
foreign countries may seek to impose sales tax obligations on us and other
online commerce and direct marketing companies. A number of proposals have been
made at the state and local levels that would impose additional taxes on the
sale of goods and services through the Internet. These proposals, if adopted,
could substantially impair the growth of online commerce and cause purchasing
through our Web site to be less attractive to customers as compared to
traditional retail purchasing. The United States Congress has passed legislation
limiting for three years the ability of the states to impose taxes on
Internet-based transactions. Failure to renew this legislation could result in
the imposition by various states of taxes on online commerce. Further, states
have attempted to impose sales taxes on catalog sales from businesses such as
ours. A successful assertion by one or more states that we should have collected
or be collecting sales taxes on the sale of products could have a material and
adverse effect on our business.
Risks Related to the Internet Industry
We are dependent on the continued development of the Internet infrastructure.
Our industry is new and rapidly evolving. Our business would be adversely
affected if Internet usage and online commerce does not continue to grow.
Internet usage may be inhibited for a number of reasons, including:
. inadequate Internet infrastructure;
. inconsistent quality of service; or
. unavailability of cost-effective, high-speed service.
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If Internet usage grows, the Internet infrastructure may not be able to support
the demands placed on it by this growth, or its performance and reliability may
decline. In addition, Web sites, including ours, have experienced a variety of
interruptions in their service as a result of outages and other delays occurring
throughout the Internet network infrastructure. If these outages or delays
frequently occur in the future, Web usage, including usage of our Web site,
could grow slowly or decline.
Our long-term success depends on the development of the online commerce market,
and on the increased online purchasing by Generation Y, both of which are
uncertain. Our future revenues and profits substantially depend upon the
widespread acceptance and use of the Internet as an effective medium of commerce
by consumers. Demand for recently introduced services and products over the
Internet and online services is subject to a high level of uncertainty. The
development of the Internet and online services as a viable commercial
marketplace is subject to a number of factors, including the following:
. online commerce is at an early stage and buyers may be unwilling to shift
their purchasing from traditional vendors to online vendors;
. insufficient availability of telecommunications services or changes in
telecommunications services could result in slower response times; and
. the inability of our target demographic group to have regular access to a
credit card could cause a slower growth in online commerce for us than for
companies targeting consumers in general.
Adoption of the Internet as an advertising medium is uncertain. The growth of
Internet sponsorships and advertising requires validation of the Internet as an
effective advertising medium. This validation has yet to fully occur. In order
for us to generate sponsorship and advertising revenues, marketers must direct a
significant portion of their budgets to the Internet and, specifically, to our
Web site. To date, sales of Internet sponsorships and advertising represent only
a small percentage of total advertising sales. Also, technological developments
could slow the growth of sponsorships and advertising on the Internet. For
example, widespread use of filter software programs that limit access to
advertising on our Web site from the Internet user's browser could reduce
advertising on the Internet. Our business, financial condition and operating
results would be adversely affected if the market for Internet advertising fails
to develop or develops slower than expected.
Breaches of security on the Internet may slow the growth of online commerce and
Web advertising and subject us to liability. The need to securely transmit
confidential information (such as credit card and other personal information)
over the Internet has been a significant barrier to online commerce and
communications over the Web. Any well-publicized compromise of security could
deter more people from using the Web or from using it to conduct transactions
that involve transmitting confidential information, such as purchases of goods
or services. Furthermore, decreased traffic and online sales as a result of
general security concerns could cause advertisers to reduce their amount of
online spending. To the extent that our activities or the activities of
third-party contractors involve the storage and transmission of information,
such as credit card numbers, security breaches could disrupt our business,
damage our reputation and expose us to a risk of loss or litigation and possible
liability. We could be liable for claims based on unauthorized purchases with
credit card information, impersonation or other similar fraud claims. Claims
could also be based on other misuses of personal information, such as for
unauthorized marketing purposes. We may need to spend a great deal of money and
use other resources to protect against the threat of security breaches or to
alleviate problems caused by security breaches.
We could face liability for information displayed on and communications through
our Web site. We may be subjected to claims for defamation, negligence,
copyright or trademark infringement or based on other theories relating to the
information we publish on our Web site. These types of claims have been brought,
sometimes successfully, against Internet companies as well as print publications
in the past. Based on links we provide to other Web sites, we could also be
subjected to claims based upon online content we do not control that is
accessible from our Web site. Claims may also be based on statements made and
actions taken as a result of participation in our chat rooms or as a result of
materials posted by members on bulletin boards at our Web site. We also offer
e-mail services, which may subject us to potential risks, such as:
8
<PAGE>
. liabilities or claims resulting from unsolicited e-mail;
. lost or misdirected messages;
. illegal or fraudulent use of e-mail; or
. interruptions or delays in e-mail service.
These claims could result in substantial costs and a diversion of our
management's attention and resources.
Efforts to regulate or eliminate the use of mechanisms which automatically
collect information on users of our Web site may interfere with our ability to
target our marketing efforts and tailor our Web site offerings to the tastes of
our users. Web sites typically place a tracking program on a user's hard drive
without the user's knowledge or consent. These programs automatically collect
data on anyone visiting a Web site. Web site operators use these mechanisms for
a variety of purposes, including the collection of data derived from users'
Internet activity. Most currently available Web browsers allow users to elect to
remove these mechanisms at any time or to prevent this information from being
stored on their hard drive. In addition, some commentators, privacy advocates
and governmental bodies have suggested limiting or eliminating the use of these
tracking mechanisms. Any reduction or limitation in the use of this software
could limit the effectiveness of our sales and marketing efforts.
We could face additional burdens associated with government regulation of and
legal uncertainties surrounding the Internet. Any new law or regulation
pertaining to the Internet, or the application or interpretation of existing
laws, could increase our cost of doing business or otherwise have a material and
adverse effect on our business, results of operations and financial condition.
Laws and regulations directly applicable to Internet communications, commerce
and advertising are becoming more prevalent. The law governing the Internet,
however, remains largely unsettled, even in areas where there has been some
legislative action. It may take years to determine whether and how existing laws
governing intellectual property, copyright, privacy, obscenity, libel and
taxation apply to the Internet. In addition, the growth and development of
online commerce may prompt calls for more stringent consumer protection laws,
both in the United States and abroad. We also may be subject to future
regulation not specifically related to the Internet, including laws affecting
direct marketers.
Risks relating to our common stock
We do not anticipate declaring and paying cash dividends on our common
stock at any time in the foreseeable future.
We have never declared cash dividends on our common stock and we do not
anticipate declaring and paying cash dividends on our common stock at any time
in the foreseeable future. The decision whether to apply legally available funds
to the payment of dividends on our common stock will be made by our board from
time to time in the exercise of its business judgment, taking into account,
among other things, results of operations and financial condition, any then
existing or proposed commitments by us for the use of available funds, and our
obligations with respect to the holders of any then outstanding indebtedness or
preferred stock. In addition, we may in the future issue debt securities or
preferred stock or enter into loan agreements or other agreements that restrict
the payment of dividends on, and repurchases of, our common stock.
Safe Harbor Provision
Statements in this prospectus expressing our expectations and beliefs
regarding our future results or performance are forward-looking statements that
involve a number of substantial risks and uncertainties. When used in this
prospectus, the words "anticipate," "believe," "estimate," "expect" and "intend"
and similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. Our actual future results
may differ significantly from those stated in any forward-looking statements.
These statements include statements regarding our ability to increase revenues,
generate multiple revenue streams, increase visitors to our Web Site and build
customer loyalty; our ability to develop our sales and marketing teams; our
ability to capitalize on our sales and marketing efforts; our ability to
capitalize on our promotions, sponsorship, advertising and other revenue
opportunities; our ability to build the Alloy brand name and develop our on-line
community; our ability to
9
<PAGE>
develop commercial relationships with advertisers; our Web site's appeal to
marketers and users; our ability to meet anticipated cash needs for working
capital and capital expenditures for the next 24 months; our ability to enhance
our infrastructure technology, transaction-processing and automation
capabilities of our Web Site; our ability to increase the efficiency of our
supply chain and fulfillment system; and our ability to expand into
international markets.
Such statements are based upon management's current expectations that
are subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by the forward-looking statements.
We caution that there can be no assurance that actual results or business
conditions will not differ materially from those projected or suggested in such
forward-looking statements as a result of various factors, including but not
limited to the following: our expected future losses; our planned sales and
marketing campaigns may not attract sufficient additional visitors to our Web
site; our planned sales and marketing campaigns may not increase our revenues or
generate additional revenue streams; we lack experienced management and
personnel; we may fail to further develop our internal sales and marketing
organization to attract promotions, sponsorship, advertising and other revenues;
we may not be able to adapt as internet technologies and customer demands
continue to evolve; increased competition in the online commerce market would
reduce our revenues; and we may experience business disruptions with third
parties that provide us with essential business operations.
As a result of the foregoing and other factors, we may experience
material fluctuations in future operating results on a quarterly or annual basis
which could materially and adversely affect our business, financial condition,
operating results and stock price. We are not under any duty to update any of
the forward-looking statements in this report to conform these statements to
actual results, unless required by law. For further information, refer to the
more specific risks and uncertainities discussed above and throughout this
prospectus.
USE OF PROCEEDS
This prospectus relates to shares of our common stock being offered and
sold for the accounts of the selling stockholders named in this prospectus. We
will not receive any proceeds from the sale of common stock by the selling
stockholders in this offering, but will pay certain expenses related to the
registration of the shares of the Common stock. See "Plan of Distribution."
SELLING STOCKHOLDERS
Based upon information available to us as of May 31, 2000, the
following table sets forth the name of each selling stockholder, and with
respect to each selling stockholder, the number of shares owned, the number of
shares registered by this prospectus and the number and percent of outstanding
shares that will be owned after the sale of the registered shares, assuming all
of the shares are sold. The information provided in the table and discussions
below with respect to each selling stockholder has been obtained from that
selling stockholder. Except as otherwise disclosed below, none of the selling
stockholders has, or within the past three years has had, any position, office
or other material relationship with us. Because the selling stockholders may
sell all or some portion of the shares of common stock owned by them, we cannot
estimate the number of shares of common stock that will be beneficially owned by
the selling stockholders after this Offering. In addition, the selling
stockholders may have sold, transferred or otherwise disposed of, or may sell,
transfer or otherwise dispose of, at any time or from time to time since the
date on which they provided the information regarding the shares beneficially
owned by them, all or a portion of the shares of common stock beneficially owned
by them in transactions exempt from the registration requirements of the
Securities Act of 1933.
Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the Commission under the Securities Exchange Act of 1934. Unless
otherwise noted, each person or group identified possesses sole voting and
investment power with respect to the shares, subject to community property laws
where applicable.
10
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially % of Class after
Owned Prior to the Shares Being Completion of this
Name Offering Offered(1) Offering (2)
---- ------------------- ------------ ------------------
<S> <C> <C> <C>
LDIG ALOY, Inc.(3) 2,922,694 2,922,694 16.6%
Ann Easton Brashares (4) 107,589 107,589 *
Altman Buckeye Company II (5) 6,308 6,308 *
Sylvia Altman Irrevocable Trust (5) 6,308 6,308 *
Bayview Partners (5) 88,316 88,316 *
Joel Berman 840 840 *
Johathan E. Biel 2,057 2,057 *
Brand Equity Ventures I, L.P.(6) 831,659 831,659 4.7%
John Keith Bright 887 887 *
Barry David Burchell (7) 2,003 2,003 *
Candace Cameron Bure 2,571 2,571 *
Amy Kathleen Diamond (5)(7) 6,412 630 *
David M. Diamond (5) 20,480 4,416 *
J. Edward Diamond 215,000 14,968 *
Joseph Edward Diamond (5) 21,366 1,366 *
Joy Elizabeth Diamond (5) 630 630 *
Michael Kramer Diamond (5) 6,412 630 *
Robert David Diamond (5) 630 630 *
Stephen A. Ehrlich 688 688 *
Elle Productions, Inc. 720 720 *
Rick Fishel and Jennifer Fishel 411 411 *
Peter M. Graham (8) 161,466 63,084 *
Guiness Flight Trustees as Trustees of the 12,616 12,616 *
Pompano Trust (5)
Andrew Joseph Hadel 3,014 3,014 *
Steven R. & Lynn M. Kanner (5) 18,925 18,925 *
Susanna L. Kim (9) 18,023 18,023 *
Jonathan Furth Koch 18,506 18,506 *
Stewart A. Kohl 1,376 1,376 *
Ronald J. Kramer (5) 3,153 3,153 *
Ladenburg Thalmann & Co., Inc.(5)(10) 25,299 25,299 *
Barbara L. Landes 841 841 *
Robert H. Landes 64,953 64,953 *
Wendy R. Landes 2,558 2,558 *
David and Amy Levere 2,845 2,845 *
Michael S. Liss 3,416 3,416 *
The LLZ 1997 Trust (5) (11) 63,083 63,083 *
Marina Corporate LLC 56,198 14,049 *
Paul M. Millman 247 247 *
Leslie N. Morgenstein (4) 107,589 107,589 *
Barry Newburger 5,900 5,900 *
Roman Joseph Oleynik & Lorraine Allen 865 865 *
Oleynik as Trustees for the Oleynik
Trust
James Richard Palczynski (5) 2,237 2,237 *
Kevin J. Rigby (5) 99,985 12,616 *
Michael E. Rosen 688 688 *
Philip Rosen 3,864 3,864 *
Michael Edward Rothbard (5) 212,616 12,616 1.2%
Richard J. Rudolph (5) 12,616 12,616 *
William Edward Shisler (5) 103,351 12,616 *
Gary David Sirak (5) 34,170 5,046 *
Stanford L. Sirak (5) 31,170 5,046 *
</TABLE>
11
<PAGE>
<TABLE>
<S> <C> <C> <C>
Stonebridge International 50,466 50,466 *
Investments Ltd. (5)
Jonathan Taylor Thomas 5,142 5,142 *
Neil I. Vogel (5) (7) (12) 59,573 3,173 *
Maureen Whelan (7) 2,003 2,003 *
Daniel Michael Zilkha Trust (5) 63,083 63,083 *
</TABLE>
-------------
* Less than 1%
(1) Sales of such shares may also be restricted pursuant to agreements entered
into by us with each such holder.
(2) Based on 17,628,154 shares of our common stock outstanding on June 8, 2000.
(3) Lee Masters, a member of our board of directors, is the President and Chief
Executive Officer of LDIG ALOY, Inc. and its sole stockholder, Liberty
Digital, Inc. Mr. Masters disclaims beneficial ownership of the shares held
by LDIG ALOY, Inc., except to the extent of his pecuniary interest therein.
(4) Current employee of 17th Street Productions, Inc., an indirect,
wholly-owned subsidiary of the Company.
(5) Consists of shares of common stock issuable upon exercise of warrants.
(6) David Yarnell, a member of our board of directors, is a managing member of
Brand Equity Partners I, LLC, which is the sole general partner of Brand
Equity Ventures I, L.P. Mr. Yarnell disclaims beneficial ownership of
shares held by or through Brand Equity Ventures I, L.P. except to the
extent of his pecuniary interest arising from his interest as a managing
member of the general partner of Brand Equity Ventures I, LP. David Yarnell
has 10,000 shares subject to current exercisable options in connection with
his role as director.
(7) Current employee of the Company.
(8) Consists of (a) 63,084 shares subject to currently exercisable warrants
held by Mr. Graham, (b) 63,083 shares subject to a currently exercisable
warrant held by The LLZ 1997 Trust, (c) 25,299 shares subject to a
currently exercisable warrant held by Ladenburg Thalmann & Co. Inc.; and
(e) 10,000 shares subject to currently exercisable options held by Mr.
Graham individually. Mr. Graham is a trustee of The LLZ 1997 Trust and
shares voting and investment power over its shares. However, Mr. Graham has
no pecuniary interest in the trust's shares and therefore expressly
disclaims beneficial ownership of these shares. Mr. Graham is a principal
of Ladenburg Thalmann & Co. Inc. Mr. Graham expressly disclaims beneficial
ownership of the shares held by Ladenburg Thalmann & Co. Inc., except to
the extent of his pecuniary interest therein.
(9) Former employee of the Company.
(10) Peter Graham, a member of our board of directors, is a principal of
Ladenburg Thalmann & Co. Inc. Mr. Graham expressly disclaims beneficial
ownership of the shares held by Ladenburg Thalmann & Co. Inc., except to
the extent of his pecuniary interest therein.
(11) Peter Graham, a member of our board of directors, is a trustee of the LLZ
1997 Trust and shares voting and investment power over its shares. However,
Mr. Graham has no pecuniary in the Trust's shares and therefore expressly
disclaims beneficial ownership of these shares.
(12) Includes 56,400 shares subject to currently exercisable options.
PLAN OF DISTRIBUTION
We are registering the shares offered under this prospectus on behalf
of the selling stockholders. As used in this prospectus, "selling stockholder"
includes donees, pledgees, transferees or other successors-in-interest selling
shares received after the date of this prospectus from the named selling
stockholders as a gift, pledge, partnership distribution or other non-sale
related transfer. All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by us. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares will be borne by the selling stockholders, subject to reimbursement as
described below.
Sales of shares may be effected by the selling stockholders from time
to time in one or more types of transactions (which may include block
transactions) on the Nasdaq National Market, in the over-the-counter market, in
negotiated transactions otherwise than on the Nasdaq National Market or in the
over-the-counter market, through put or call options transactions relating to
the shares, through short sales of shares, or a combination of such methods of
sale, at market prices prevailing at the time of sale or at negotiated prices.
Such transactions may or may not
12
<PAGE>
involve brokers or dealers. Each of the selling stockholders has advised us that
they have not, as of the date of this Prospectus, entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their shares and that no underwriter or coordinating broker is
acting in connection with the proposed sale of shares by the selling
stockholder.
In connection with the sale of shares, each selling stockholder may:
enter into hedging transactions with brokers, dealers or others, who in turn may
engage in short sales of the shares in the course of hedging the positions they
assume; sell short or deliver shares to close out positions; or loan shares to
brokers, dealers or others that may in turn sell such shares.
The selling stockholders may effect transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Those broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (that compensation as to a particular
broker-dealer might be in excess of customary commissions).
Each selling stockholder and any broker-dealers that act in connection
with the sale of shares may be deemed to be an "underwriter" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by those
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act.
Because each selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, each selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.
Each selling stockholder also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided he meets the criteria and conforms to the requirements of Rule 144.
Upon notification to us by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act. That supplement will disclose
. the name of the selling stockholder and of the participating
broker-dealer(s),
. the number of shares involved,
. the price at which such shares were sold,
. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
. that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and
. other facts material to the transaction.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Alloy Online, Inc. by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Certain attorneys at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
beneficially own an aggregate of 3,200 shares of our common stock.
13
<PAGE>
EXPERTS
The financial statements of Alloy Online, Inc. and subsidiaries as of
January 31, 2000 and 1999, have been incorporated by reference herein in
reliance upon the report of Arthur Andersen, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
Firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's Web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
Common stock is listed and traded on the Nasdaq National Market under the symbol
"ALOY."
This prospectus, which constitutes a part of a registration statement
on Form S-3 filed by us with the SEC under the Securities Act of 1933, omits
certain of the information set forth in the registration statement. Accordingly,
you should refer to the registration statement and its exhibits for further
information with respect to us and our Common stock. Copies of the registration
statement and its exhibits are on file at the offices of the SEC. Furthermore,
statements contained in this prospectus concerning any document filed as an
exhibit are not necessarily complete and, in each instance, we refer you to the
copy of the document filed as an exhibit to the registration statement.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the selling stockholders sell all of
the shares offered by this prospectus:
. Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2000, filed on June 14, 2000;
. Annual Report on Form 10-K for the fiscal year ended January 31,
2000, filed on May 1, 2000;
. Definitive Proxy Statement, filed on May 30, 2000; and
. the description of the our Common stock contained in the
Registration Statement on Form S-1 declared effective by the
Commission on May 13, 1999, including any amendment or report
filed for the purpose of updating such description.
You may request a copy of any of these filings at no cost, by writing
or telephoning us at the following address:
Alloy Online, Inc.
151 West 26th Street, 11th Floor
New York, NY 10001
(212) 244-4307
Attention: Tim Reusing, Esq.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses, all of which will be borne
by the Registrant, in connection with the sale and distribution of the
securities being registered, other than the underwriting discounts. All amounts
shown are estimates except for the Securities and Exchange Commission
registration fee.
SEC registration fee................................. $ 18,137
Transfer Agent and Registrar fees.................... 2,500
Accounting fees and expenses......................... 5,000
Legal fees and expenses.............................. 25,000
Printing and mailing expenses........................ 5,000
Miscellaneous........................................ 5,000
---------
Total................................................ $ 60,637
=========
Item 15. Indemnification of Directors and Officers.
Incorporated herein by reference from the Company's Registration Statement
on Form S-1, File No. 333-74159.
Item 16. Exhibits.
See Exhibit Index on page II-5.
Item 17. Undertakings.
(a) The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that are incorporated
by reference in the registration statement.
II-1
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the issuer's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering hereof.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 15, 2000.
ALLOY ONLINE, INC.
(Registrant)
By: /s/ MATTHEW C. DIAMOND
-----------------------------
Name: Matthew C. Diamond
Title: Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Matthew C. Diamond and Samuel A. Gradess,
and each of them, as his or her true and lawful attorneys-in-fact and agent,
with full power of substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to sign any
registration statement for the same offering covered by this registration
statement that is to be effective upon filing pursuant to Rule 462 promulgated
under the Securities Act, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
In accordance with the requirements of the Securities Act, this
registration statement was signed by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ MATTHEW C. DIAMOND Chief Executive Officer (Principal June 15, 2000
-------------------------- Executive Officer) and Chairman
Matthew C. Diamond
/s/ SAMUEL A. GRADESS Executive Vice President, June 15, 2000
-------------------------- Chief Financial Officer
Samuel A. Gradess (Principal Financial and
Accounting Officer) and
Director
/s/ JAMES K. JOHNSON, JR. President, Chief Operating June 15, 2000
-------------------------- Officer and Director
James K. Johnson, Jr.
II-3
<PAGE>
/s/ PETER M. GRAHAM Director June 15, 2000
--------------------------
Peter M. Graham
Director June 15, 2000
--------------------------
David Yarnell
Director June 15, 2000
--------------------------
Lee Masters
II-4
<PAGE>
Exhibit Index
-------------
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 Restated Certificate of Incorporation of Alloy Online, Inc.
(incorporated by reference as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Registration
Number 333-74159)).
4.2 Restated Bylaws (incorporated by reference as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (Registration Number
333-74159)).
4.3 Form of Common Stock Certificate (incorporated by reference as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
(Registration Number 333-74159)).
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.
23.1 Consent of Independent Accountants
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
