Delia's, Inc.
Filed 6/1/99
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No fee Required]
For the fiscal year ended January 31, 1999
Commission file number 0-21869
dELiA*s Inc.
(Exact name of registrant as specified in our charter)
Delaware 13-3914035
(State or other jurisdiction of (I.R.S. Employer Identification No.)
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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of class)
--------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of common stock held by non-affiliates of the
registrant as of April 1, 1999 was $212,461,384.
The number of shares outstanding of the registrant's common stock as of April 1,
1999 was 14,240,360.
-----------------
================================================================================
Part III of the Annual Report on Form 10-K of dELiA*s Inc. (the "Company" or
"dELiA*s") for the year ended January 31, 1999 is amended in its entirety to add
the following information:
All references in this Report to a particular fiscal year refer to the year
ended January 31 following the particular year (e.g., "fiscal 1998" refers to
the fiscal year ended January 31, 1999).
Delia's, Inc.
(DLIA) NASDAQ
INDEXED 10-K/A
For the fiscal year ended January 31, 1999
Return to Corporate Window
PART III
Item 10. Directors and Executive Officers of Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART III
Item 10. Directors and Executive Officers of the Registrant.
Executive Officers and Directors
Our executive officers and directors are as follows:
Name Age Position
---- --- --------
Stephen I. Kahn (1)(2)........... 33 Chief Executive Officer and Chairman of the Board
Christopher C. Edgar............. 33 Chief Operating Officer and Vice Chairman of the Board
Evan Guillemin................... 34 President, Chief Financial Officer and Treasurer
S. Roger Horchow (1)(3).......... 70 Director
Geraldine Karetsky............... 58 Director
Joseph J. Pinto (1)(2)(3)........ 66 Director
Karen Christensen Shaffer........ 32 Senior Vice President and Controller
Alex S. Navarro.................. 30 Senior Vice President, General Counsel and Secretary
Kent Trowbridge.................. 35 Senior Vice President of Operations
--------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Stock Incentive Plan Committee.
Stephen I. Kahn has served as our Chief Executive Officer since
co-founding the Company in 1993 and as Chairman of the Board of Directors since
October 1996 and, until recently, served as our President. Since September 1997,
he has also served as President, Chief Executive Officer and Chairman of the
board of directors of iTurf Inc., our 72%-owned, publicly-traded
Internet-focused subsidiary. He also served as a member of the board of managers
of dELiA*s LLC (a predecessor of the Company). Prior to that, he worked at
PaineWebber Group, Inc., an investment banking and brokerage firm, primarily in
the merchant banking group. He is a director of Happy Kids Inc., a
publicly-traded designer and marketer of custom-designed, licensed and branded
children's apparel, and Danier Leather Inc., a publicly-traded integrated
designer, manufacturer and retailer of high quality, high fashion leather and
suede clothing.
Christopher C. Edgar has served as our Chief Operating Officer since
co-founding the Company in 1993, joined the Board of Directors of the Company in
October 1996 and was recently elected Vice Chairman. Mr. Edgar has also served
as a Vice President and a member of the board of iTurf since iTurf's
incorporation in 1997. He also served as a member of the board of managers of
dELiA*s LLC. Mr. Edgar oversees catalog publishing, marketing, merchandising and
inventory management for dELiA*s.
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Evan Guillemin has served as our Chief Financial Officer and Treasurer
since July 1996 and as our President since March 1999. Mr. Guillemin has also
served since January 1999, as a Vice President and previously served as the
Chief Financial Officer, of iTurf. Prior to joining the Company, he worked first
as an associate with and later as a director of acquisitions for K-III
Communications Corporation, a media investment company. From 1992 to 1994, he
was executive vice president of The New York Observer Co., with responsibility
for the sales, marketing and finance for that company's regional newspaper
group.
S. Roger Horchow joined the Board of Directors of the Company in October
1996. He was the founder and chairman of the Horchow Collection, a direct
marketer of specialty home and fashion products, from 1971 until 1990. Mr.
Horchow has been chairman of Roger Horchow Productions, a theatrical production
company, since 1990.
Geraldine Karetsky served as a member of the board of managers of dELiA*s
LLC since 1994 and joined the Company's Board of Directors in October 1996. She
is a private investor and venture capitalist.
Joseph J. Pinto joined the Board of Directors of the Company in November
1996. He is a private investor. From 1981 to 1997, Mr. Pinto was a director and
officer of Sefinco Ltd. (and a predecessor), the U.S.-based private investment
affiliate of Entrecanales Y Tavora SA, a Spanish conglomerate with interests in
construction and merchant banking.
Karen Christensen Shaffer has served as our Senior Vice President and
Controller since January 1995. Prior to joining dELiA*s, Ms. Shaffer practiced
law with the firm of Certilman Balin Adler & Hyman.
Alex S. Navarro has served as our Senior Vice President of Development and
Legal Affairs, General Counsel and Secretary since April 1997. He has also
served as the Chief Operating Officer and Secretary of iTurf since December 1998
and previously served iTurf as Senior Vice President of Operations from December
1997. Prior to joining the Company, Mr. Navarro was associated with the law firm
of Proskauer Rose LLP.
Kent Trowbridge has served as our Senior Vice President of Operations
since February 1995. Prior to joining the Company, Mr. Trowbridge was a market
strategist at Josephthal, Lyon and Ross.
Ms. Karetsky is Mr. Kahn's aunt. There are no other family
relationships among the directors and executive officers of the Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based solely on a review of the reports and representations furnished to
us during the last fiscal year, we believe that each of the persons required to
file reports under Section 16(a) of the Exchange Act filed all such required
reports on a timely basis during such period.
Item 11. Executive Compensation
The following table sets forth certain information concerning
compensation awarded to, earned by or paid during the past three years to those
persons who were, at January 31, 1999, our Chief Executive Officer, and our four
most highly compensated executive officers (collectively, the "named executive
officers"). Except as disclosed below, the aggregate value of all perquisites
and other personal
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benefits, securities or property did not exceed 10% of the total of annual
salary and bonus for each named executive officer.
Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ----------------------
Securities
Fiscal Restricted Underlying
Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Options (#)
--------------------------- ---- ---------- --------- ---------------- -----------
Stephen I. Kahn 1998 $100,000 -- -- 1,095,125 (3)
Chairman of the Board and 1997 100,000 -- -- 80,000
Chief Executive Officer 1996 37,773 $35,000 -- --
Christopher C. Edgar 1998 $117,308 -- -- 530,250 (4)
Vice Chairman of the Board and 1997 103,846 -- -- 60,000
Chief Operating Officer 1996 43,654 $26,500 (1) --
Evan Guillemin (2) 1998 $117,308 -- -- 406,250 (5)
President, Chief Financial Officer 1997 103,846 -- -- --
and Treasurer 1996 29,808 -- -- 250,000
Alex S. Navarro (9) 1998 $85,000 $25,000 -- 424,688 (7)
Senior Vice President - Development and 1997 57,077 -- -- 55,000
Legal Affairs, General Counsel and
Secretary
Kent Trowbridge (8) 1998 $90,000 $20,000 -- 200,000 (6)
Senior Vice President - Operations 1997 80,000 -- -- --
1996 23,654 -- (10) --
(1) Mr. Edgar received a grant of a restricted interest in Delia's LLC, a
predecessor of the Company, on February 1, 1996. Prior to our initial
public offering, this interest was converted into 60,705 shares of the
Company's common stock ("Common Stock").
(2) Mr. Guillemin's employment with our predecessor, Delia's LLC, commenced in
July 1996.
(3) Includes repricing of previously granted options to purchase 216,000 shares
of Common Stock and options to purchase 503,125 shares of Class A common
stock of iTurf.
(4) Includes repricing of previously granted options to purchase 162,000 shares
of Common Stock and options to purchase 86,250 shares of Class A common
stock of iTurf.
(5) Includes repricing of previously granted options to purchase 270,000 shares
of Common Stock and options to purchase 86,250 shares of Class A common
stock of iTurf.
(6) Includes repricing of previously granted options to purchase 100,000 shares
of Common Stock.
(7) Includes repricing of previously granted options to purchase 180,000 shares
of Common Stock and options to purchase 179,688 shares of Class A common
stock of iTurf.
(8) Mr. Trowbridge's employment with the Company's predecessor, Delia's LLC,
commenced in July 1996.
(9) Mr. Navarro's employment with us commenced on April 1, 1997.
(10) Mr. Trowbridge received a grant of a restricted interest in Delia's LLC, a
predecessor of the Company, on February 1, 1996. Prior to our initial
public offering, this interest was converted into 198,091 shares of the
Company's common stock ("Common Stock").
Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to
individual grants of stock options made during fiscal 1998 to each of the named
executive officers who received stock options grants in
4
such year. Unless otherwise noted below, all options granted represent options
to purchase shares of Common Stock. We did not make any SAR grants in fiscal
1998.
Percent of
Total Potential Realizable Value
Number of Options at Assumed Annual Rates of
Securities Granted to Stock Price Appreciation
Underlying Employees Exercise for Option Term
Option Granted in Fiscal Price Expiration ----------------------------------
Name (#) Year (1) ($/Sh) Date 5% ($) 10% ($)
---- --- -------- ------ ---- ------ -------
Stephen I. Kahn 80,000 (2) 1.6% $27.75 2/20/08 $1,396,146 $3,538,108
80,000 (2) 1.6 26.00 3/9/08 1,308,101 3,314,984
216,000 (3) 4.4 5.75 (3) 762,683 1,922,926
40,000 0.8 5.75 9/15/08 144,646 366,561
176,000 3.6 8.25 12/1/08 913,155 2,314,114
503,125 (4) 35.4 9.36 1/1/09 2,961,622 (4) 7,505,332 (4)
Christopher C. Edgar 60,000 (2) 1.2 27.75 2/20/08 1,047,110 2,653,581
60,000 (2) 1.2 26.00 3/9/08 981,076 2,486,238
162,000 (3) 3.3 5.75 (3) 585,815 1,484,571
74,000 1.5 5.75 9/15/08 267,594 678,137
88,000 1.8 8.25 12/1/08 456,577 1,157,057
86,250 (4) 6.1 9.36 1/1/09 507,706 (4) 1,286,628 (4)
Evan Guillemin 50,000 (2) 1.0 27.75 2/20/08 872,591 2,211,318
270,000 (3) 5.5 5.75 (3) 976,359 976,359
86,250 (4) 6.1 9.36 1/1/09 507,706 (4) 1,286,628 (4)
Alex S. Navarro 15,000 (2) 0.3 27.75 2/20/08 261,777 663,395
5,000 (2) 0.1 25.13 4/1/08 79,005 200,214
75,000 (5)(2) 1.5 15.88 (5) 658,620 1,624,382
30,000 (2) 0.6 18.00 7/15/08 339,603 860,621
105,000 (6) 2.1 5.75 (6) 350,810 874,872
15,000 0.3 5.75 9/15/08 54,242 137,460
179,688 (4) 12.7 9.36 1/1/09 1,057,725 (4) 2,680,483 (4)
Kent Trowbridge 100,000 (2) 2.0 18.00 7/15/08 1,132,010 2,868,736
100,000 (6) 2.0 5.75 (6) 361,614 916,402
(1) Options to purchase iTurf Class A stock are not included in the calculation
of percentage of total options granted for dELiA*s option grants and the
calculation of percentage of total options granted for iTurf grants
reflects only options to purchase common stock of that subsidiary.
(2) These options were subsequently cancelled or voluntarily forfeited in
connection with a repricing.
(3) This grant relates to the repricing, in September 1998, of 90% of options
previously granted to this executive officer. Repriced options retained
their original vesting and expiration terms. In connection with the
repricing, the officer voluntarily forfeited 10% of previously granted
options and 10% of future grants which the Company had agreed to receommend
to the Board under his current agreement.
(4) These options represent options to purchase common stock of iTurf. The
estimated fair market value of $9.36 at the date of grant was used in the
calculations of potential realizable value as there was not public trading
market for iTurf common stock at option grant date.
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(5) This grant relates to the repricing, in June 1998, of all options
previously granted to this officer. Repriced options retained their
original vesting and expiration terms.
(6) This grant relates to the repricing, in September 1998, of all options
previously granted to this officer. Repriced options retained their
original vesting and expiration terms.
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Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth certain information concerning unexercised
options held by the named executive officers as of January 31, 1999.
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options at
on Value Options at Fiscal Year- Fiscal Year-End ($)
Exercise Realized End (#) Exercisable/ Exercisable (E)/
Name (#) ($) Unexercisable Unexercisable (U)
---------------------------- ----------- ------------ ---------------------------
Stephen I. Kahn 72,000 / 863,125 (1) $774,000 / $4,255,125 (1)
Christopher C. Edgar 54,000 / 356,250 (1) 580,500 / 2,823,950 (1)
Evan Guillemin 15,000 $253,125 30,000 / 311,250 (1) 322,500 / 2,560,200 (1)
Alex S. Navarro 5,000 72,344 10,000 / 284,688 (1) 107,500 / 1,423,438 (1)
Kent Trowbridge 0 / 100,000 0 / 1,075,000
(1) Unexercisable options held by Messrs. Kahn, Edgar, Guillemin and Navarro
include options to purchase 503,125, 86,250, 86,250 and 179,688 shares,
respectively, of iTurf common stock. All such options were in-the-money at
the end of the fiscal year (January 31, 1999) at which time they had
intrinsic values of $825,125, $141,450, $141,450 and $294,688,
respectively, using an assumed year-end market value of $11.00, which is
based on the initial public offering price expected as of that date.
Compensation of Directors
The Company pays its directors who are neither employees of the Company
nor members of the Kahn family $1,500 for each directors' meeting and each
committee meeting attended (plus reimbursement for out-of-pocket expenses).
Under the Company's 1996 Stock Incentive Plan (the "Incentive Plan"), each
non-employee director who is not a member of the Kahn family was granted an
option to purchase 40,000 shares of Common Stock at an exercise price per share
equal to the initial public offering price. All options granted to non-employee
directors will become exercisable at the rate of 20% on each of the first five
anniversaries of the date of grant, assuming the non-employee director is a
director on those dates, and all such options generally will cease to be
exercisable ten years from the date of grant. Upon a Change of Control (as
defined in the Incentive Plan) and, in the case of directors elected prior to
November 15, 1996 who are neither members of the Company's management nor
members of the Kahn family, upon a termination of directorship other than for
cause or as a result of a refusal to stand for re-election, all options (which
have not yet expired) will automatically become exercisable. Directors who are
employees of the Company or members of the Kahn family are not compensated for
services as directors.
Employment Agreements
In connection with our initial public offering in December 1996, Messrs.
Kahn and Edgar (the "Executives") have entered into three-year agreements with
the Company providing for the continuation of their employment as Chairman of
the Board and Chief Executive Officer and as Vice Chairman of the Board (since
election on March 17, 1999) and Chief Operating Officer, respectively, at
minimum annual salaries of $100,000 and $150,000 (increased from $100,000
effective September 15, 1998), respectively, subject to annual upward adjustment
in proportion to the increase in the consumer price index plus such increases in
salary and such bonuses as the Board of Directors may from time to time approve.
If an
7
Executive dies, or, as a result of disability, is unable to perform
substantially all his duties for a period of nine consecutive months, the
Company may terminate his employment (not earlier than 30 days and not later
than 90 days after the expiration of the nine-month period), in which event the
Executive (or his heirs or estate) will be entitled to his salary for the
remainder of the term of the agreement. Mr. Guillemin has entered into an
employment agreement with the Company providing for the continuation of his
employment as President (since election on March 17, 1999), Chief Financial
Officer and Treasurer at an annual salary of $150,000 (increased from $100,000
effective September 15, 1998) on substantially the same terms and conditions as
the Executives, except that the term of Mr. Guillemin's agreement expires on
July 31, 2001.
In connection with the initial public offering of iTurf on April 14, 1999,
Mr. Kahn has entered into a three-year agreement with iTurf providing for the
continuation of his employment as that company's Chairman of the Board and Chief
Executive Officer at terms identical to the agreement between Mr. Kahn and
dELiA*s described above. Mr. Navarro has also entered into an agreement with
iTurf providing for the continuation of his employment as that company's Chief
Operating Officer at an annual salary of $125,000 on substantially the same
terms and conditions as Mr. Kahn.
Compensation Committee Interlocks and Insider Participation
Prior to the completion of our initial public offering (the "Offering") in
December 1996, compensation policies and decisions, including those relating to
salary, bonuses and benefits of executive officers, had been set or made by the
Board of Directors. Upon completion of the Offering, the Board of Directors
created a Compensation Committee, which recommends to the Board the compensation
to be paid to our executive officers in their capacities as such. In addition,
the Compensation Committee ratifies compensation policies and decisions approved
by the board of directors of iTurf relating to our executive officers. Awards
made under the Incentive Plan are approved by the Stock Incentive Plan Committee
of the Board of Directors.
The Compensation Committee currently consists of Stephen I. Kahn and
Joseph J. Pinto. Mr. Kahn is our Chief Executive Officer. The 1996 Stock
Incentive Plan Committee currently consists of S. Roger Horchow and Mr. Pinto.
Other than the foregoing, there were no compensation committee interlocks or
insider participation during fiscal 1998.
8
Item 12. Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth information as of May 12, 1999 with
respect to the Common Stock beneficially owned by (i) each person known by the
Company to be the beneficial owner of more than 5% of the shares of Common
Stock, (ii) each director individually, (iii) each executive officer
individually and (iv) all executive officers and directors as a group.
Shares
Name and Address Beneficially Owned
---------------- ---------------------
5% Stockholders Number Percent
--------------- ------ -------
Stephen I. Kahn (1).................................................... 6,387,170 43.1%
435 Hudson Street
New York, New York 10014
Gilder Gagnon Howe & Co. LLC (2)....................................... 1,612,597 11.0
1775 Broadway
New York, New York 10019
Geraldine Karetsky (3)................................................. 1,028,098 7.0
1660 Silverking Drive
Aspen, Colorado 81611
Estate of Sidney S. Kahn............................................... 848,084
14 East 60th Street 5.8
New York, New York 10014
Other Executive Officers and Directors
--------------------------------------
Christopher C. Edgar (4)............................................... 708,163 4.8
Evan Guillemin (5)..................................................... 128,942 *
S. Roger Horchow (6)................................................... 26,000 *
Joseph J. Pinto (7).................................................... 41,000 *
Alex S. Navarro (8).................................................... 40,000 *
Kent Trobridge......................................................... 30,077 *
Directors and executive officers as a group
(10 individuals)....................................................... 7,359,190 48.4%
---------------------
* Less than 1%.
(1) Includes (a) 2,999,825 shares of Common Stock directly owned by Mr. Kahn,
(b) 216,000 shares which Mr. Kahn has an exercisable option to purchase and
(c) 3,171,345 shares of Common Stock that Mr. Kahn has the sole power to
vote pursuant to a stockholders agreement and agreements with certain
employees who are holders of restricted stock, over which Mr. Kahn also has
the shared power to restrict the disposition of 3,256,345 of those shares.
(2) Based on an amendment to a Schedule 13G filing made on February 16, 1999.
According to the filing, the shares of our Common Stock are held in
customer accounts over which members and/or employees of Gilder Gagnon
Howe & Co. LLC have discretionary authority to dispose of and/or direct
the disposition of shares.
(3) Includes 7,356 shares of Common Stock owned by Ms. Karetsky as trustee for
The Ruth Kahn Trust f/b/o Sidney Kahn. Ms. Karetsky shares power to dispose
of such shares.
(4) Includes 144,000 shares which Mr. Edgar has an exercisable option to
purchase.
(5) Includes 120,000 shares which Mr. Guillemin has an option to purchase which
is exercisable (or will become exercisable within 60 days).
(6) Includes 16,000 shares which Mr. Horchow has an exercisable option to
purchase.
(7) Includes 16,000 shares which Mr. Pinto has an exercisable option to
purchase and 25,000 which Mr. Pinto owns as trustee and which Mr. Pinto has
the power to dispose of and vote.
(8) Includes 40,000 shares which Mr. Navarro has an exercisable option to
purchase.
9
Family Stockholders Agreement
Certain members of Stephen I. Kahn's family and trusts for the benefit
of such persons (the "Family Holders") and Stephen I. Kahn have entered into a
stockholders agreement with the Company (the "Family Stockholders Agreement").
The Family Stockholders Agreement gives Stephen I. Kahn the right to vote all
the shares of Common Stock owned by the Family Holders on all matters that come
before the stockholders of the Company. The Company believes the Family Holders,
collectively, owned 21.6% of the outstanding Common Stock as of May 12, 1999.
The Family Stockholders Agreement will expire on December 18, 2006.
Item 13. Certain Relationships and Related Transactions
None.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
/s/ Stephen I. Kahn
---------------------------
Stephen I. Kahn
Chairman of the Board and
Chief Executive Officer
Date: June 1, 1999
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EXHIBIT INDEX
2.1 Bill of Sale and Contribution and Assumption Agreement between dELiA*s
LLC and dELiA*s Inc. (incorporated by reference to Exhibit 2.1 to our
registration statement on Form S-1 (Registration No. 333-15153))
3.1 Certificate of incorporation of dELiA*s Inc. (incorporated by reference
to Exhibit 3.1 to our registration statement on Form S-1 (Registration
No. 333-15153))
3.2 Bylaws of dELiA*s Inc. (incorporated by reference to Exhibit 3.2 to our
registration statement on Form S-1 (Registration No. 333-15153))
10.1 Form of Employment Agreement between dELiA*s Inc. and Stephen I. Kahn
(incorporated by reference to Exhibit 10.1 to our registration statement
on Form S-1 (Registration No. 333-15153))
10.2 Employment Agreement between dELiA*s Inc. and Christopher C. Edgar
(incorporated by reference to Exhibit 10.2 to our registration statement
on Form S-1 (Registration No. 333-15153))
10.3 Employment Agreement between dELiA*s Inc. and Evan Guillemin
(incorporated by reference to Exhibit 10.3 to our registration statement
on Form S-1 (Registration No. 333-15153))
10.4 Form of Family Stockholders Agreement among dELiA*s Inc., Stephen I. Kahn
and the persons listed on exhibit A thereto (incorporated by reference to
Exhibit 10.4 to our registration statement on Form S-1 (Registration No.
333-15153))
10.5 Amended and Restated 1996 Stock Incentive Plan (incorporated by reference
to our Schedule 14A filed on June 12, 1998)
10.6 Restricted Stock Plan (incorporated by reference to Exhibit 10.6 to our
registration statement on Form S-1 (Registration No. 333-15153))
10.7 Stock Option Agreement between dELiA*s Inc. and Evan Guillemin
(incorporated by reference to Exhibit 10.7 to our registration statement
on Form S-1 (Registration No. 333-15153))
10.8 [omitted]
10.9 Lease Agreement dated May 3, 1995 between dELiA*s Inc. and The Rector,
Church-Wardens and Vestrymen of Trinity Church in the City of New York
(the "Lease Agreement"); Modification and Extension of Lease Agreement
dated September 26, 1996 (incorporated by reference to Exhibit 10.9 to
our registration statement on Form S-1 (Registration No. 333-15153))
10.10 Form of Restricted Stock Agreements between dELiA*s Inc. and holders of
our common stock subject to the Restricted Stock Plan (incorporated by
reference to Exhibit 10.10 to our registration statement on Form S-1
(Registration No. 333-15153))
10.11 Employment Agreement dated April 5, 1999 between iTurf Inc. and Stephen
I. Kahn (incorporated by reference to Exhibit 10.10 to iTurf's
registration statement on Form S-1 (Registration No. 333-71123))
10.12 Lease Agreement dated April 25, 1997 between dELiA*s Inc. and Keystone
Distribution Center, Inc. (incorporated by reference to Exhibit 10.12 to
our annual report on Form 10-K for the fiscal year ended April 30, 1997)
10.13 Agreement, dated April 4, 1997, between dELiA*s Inc. and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
amending the Lease Agreement (incorporated by reference to Exhibit 10.13
to our annual report on Form 10-K for the fiscal year ended April 30,
1997)
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10.14 Agreement, dated October 7, 1997, between dELiA*s Inc. and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
amending the Lease Agreement (incorporated by reference to Exhibit 10.14
to our current report on Form 10-Q for the fiscal quarter ended October
31, 1997)
10.15 Amendment No. 1 to Employment Agreement between dELiA*s Inc. and
Christopher C. Edgar, dated September 15, 1998 (incorporated by reference
to Exhibit 10.15 to our current report on Form 10-Q for the fiscal
quarter ended October 31, 1998)
10.16 Amendment No. 1 to Employment Agreement between dELiA*s Inc. and Evan
Guillemin, dated September 15, 1998 (incorporated by reference to Exhibit
10.16 to our current report on Form 10-Q for the fiscal quarter ended
October 31, 1998)
10.17 Credit Agreement dated December 7, 1998 between First Union National
Bank, dELiA*s Inc. and our subsidiaries listed on Schedule 1 thereto
(incorporated by reference to Exhibit 10.17 to our current report on Form
10-Q for the fiscal quarter ended October 31, 1998)
10.18* 1998 Stock Incentive Plan
10.19 Intercompany Services Agreement between dELiA*s Inc. and iTurf Inc.,
dated April 8, 1999 (incorporated by reference to Exhibit 10.1 to iTurf's
registration statement on Form S-1 (Registration Statement No.
333-71123))
10.20 Trademark License Agreement between dELiA*s Inc. and iTurf Inc., dated
April 8, 1999 (incorporated by reference to Exhibit 10.2 to iTurf's
registration statement on Form S-1 (Registration Statement No.
333-71123))
10.21* Amendment No. 1, dated April 8, 1999, to Credit Agreement between First
Union National Bank, dELiA*s Inc. and our subsidiaries listed on the
signature page thereto
21* Subsidiaries of the Registrant
23.1* Consent of Deloitte & Touche LLP
23.2* Consent of BDO Seidman, LLP
27* Financial Data Schedule
----------
* Previously filed
13
