Alloy, Inc. Announces Filing of Registration Statement for Proposed dELiA*s, Inc. Spinoff and $20 Million Subscription Rights Of
07 Settembre 2005 - 10:30PM
Business Wire
Alloy, Inc. (Nasdaq:ALOY), a media, marketing services, direct
marketing and retail company primarily targeting the Generation Y
population, today announced that its wholly-owned subsidiary,
dELiA*s, Inc., has filed a registration statement on Form S-1 with
the U.S. Securities and Exchange Commission (SEC) relating to the
proposed spinoff of dELiA*s, Inc. and the $20 million subscription
rights offering for dELiA*s, Inc. common stock that dELiA*s, Inc.
intends to commence shortly following the spinoff. dELiA*s, Inc.
conducts all of Alloy, Inc.'s direct marketing and retail store
operations. In the spinoff, each Alloy, Inc. shareholder will
receive one share of dELiA*s, Inc. common stock for every two
shares of Alloy, Inc. common stock held on a to be determined
record date. The exercise price in the subscription rights offering
has not been established, but will be based on a $175 million
pre-money valuation for dELiA*s, Inc. Copies of the preliminary
prospectus relating to these securities may be obtained, when they
become available, from Edward Taffet, dELiA*s, Inc.'s General
Counsel. Mr. Taffet can be reached at 435 Hudson Street, New York,
New York 10014, telephone (212) 807-9060 or by email at
spinoff@delias.com. It is anticipated that the spinoff will be
effective by the end of the fourth quarter of our fiscal year
ending January 31, 2006 and that the distribution of the
subscription rights will commence approximately one to two weeks
after the spinoff. The registration statement relating to dELiA*s,
Inc. common stock and subscription rights has been filed with the
SEC, but has not yet become effective. These securities may not be
sold, nor may offers to buy be accepted, prior to the time the
registration statement becomes effective. This announcement shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state. About Alloy, Inc. Alloy, Inc. is a media, marketing
services, direct marketing and retail company primarily targeting
Generation Y, a key demographic segment comprising the more than 60
million boys and girls in the United States between the ages of 10
and 24. Through Alloy Media + Marketing, Alloy, Inc.'s media and
marketing services unit, marketers can connect with the Generation
Y audience through a host of advertising and marketing programs
incorporating Alloy, Inc.'s media and marketing assets such as
direct mail catalogs, college and high school newspapers, websites,
school-based media boards, college guides, and sponsored on- and
off-campus events. For further information regarding Alloy, Inc.
please visit our website (www.alloyinc.com) and click on "Investor
Relations". About dELiA*s, Inc. dELiA*s, Inc. is a direct marketing
and retail company comprised of three lifestyle brands primarily
targeting consumers between the ages of 12 and 19. Its brands -
dELiA*s, Alloy and CCS - were formerly part of Alloy, Inc.'s Alloy
Merchandising Group and are well-established, differentiated,
lifestyle brands that generate revenue by selling apparel,
accessories, footwear, room furnishings and action sports equipment
predominantly to teenage consumers through direct mail catalogs,
websites and, for dELiA*s, mall-based specialty retail stores. This
document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
that are based on our current beliefs and expectations about the
proposed spinoff and subscription rights offering. The proposed
spinoff and subscription rights offering are subject to a number of
uncertainties, conditions and approvals, including, without
limitation, the above described registration statement being
declared effective by the SEC, the receipt of all required
regulatory approvals and other consents, the admittance for trading
of dELiA*s, Inc. common stock on the Nasdaq National Market, and
the receipt of certain legal, tax and solvency opinions, and there
can be no assurance that the spinoff or the subscription rights
offering will be completed as described or within the time periods
outlined above.
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