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DLIA > SEC Filings for DLIA > Form 8-K on 10-Jun-2013All Recent SEC Filings

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Form 8-K for DELIAS, INC.


10-Jun-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition


Item 1.01. Entry into a Material Definitive Agreement.

On June 4, 2013, dELiA*s, Inc., a Delaware corporation (the "Company"), entered into, and closed the transactions contemplated by, an Asset Purchase Agreement (the "Asset Purchase Agreement") with Alloy Merchandise, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("Seller"), HRSH Acquisitions LLC, a New York limited liability company ("Buyer"), and Steven Russo and Hagai Laniado (each, a "Guarantor"). Subject to the terms and conditions of the Asset Purchase Agreement, Seller sold to Buyer certain assets related to Seller's Alloy business (the "Business"). Buyer paid approximately $3.7 million in cash at the closing of the sale (subject to adjustment as provided in the Asset Purchase Agreement) and assumed approximately $3.1 million in liabilities. The Asset Purchase Agreement includes customary representations and warranties, covenants and indemnification provisions. The Company and Buyer also entered into a related agreement under which the Company will provide certain transitional services to Buyer for up to one year after closing. Each Guarantor has agreed to guarantee specified obligations of Buyer under the Asset Purchase Agreement and the related agreement for transition services. The foregoing summary of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

In connection with the Asset Purchase Agreement, on June 4, 2013, the Company entered into a Partial Assignment of Amended and Restated Media Services Agreement (the "Partial Assignment") with Alloy, LLC, a Delaware limited liability company, Seller and Buyer pursuant to which, among other things, the Company assigned to Buyer certain of the Company's rights relating to the Business under the Amended and Restated Media Services Agreement, dated as of November 8, 2010, as amended on May 6, 2011. The foregoing summary of the Partial Assignment is qualified in its entirety by reference to the full text of the Partial Assignment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.



Item 2.01. Completion of Acquisition or Disposition of Assets

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 6, 2013, the Compensation Committee of the Board of Directors approved a special bonus to Walter Killough in the amount of $85,000, to Marc G. Schuback in the amount of $5,000 and to David J. Dick in the amount of $5,000 in consideration of their performance in connection with the successful completion of the transaction disclosed in Item 1.01 of this Current Report on Form 8-K.




Item 8.01. Other Events.

On June 4, 2013, the Company issued a press release announcing the execution and closing of the Asset Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

As of the last business day of its most recent second fiscal quarter, the Company met the requirements of a smaller reporting company. As a result, pursuant to Rule 8-05 of Regulation S-X, no pro forma financial information related to the sale of the Business is presented.



(d) Exhibits.

Exhibit No.                                  Description

    2.1           Asset Purchase Agreement, dated as of June 4, 2013, among
                  dELiA*s, Inc., Alloy Merchandise, LLC, HRSH Acquisitions LLC,
                  Steven Russo and Hagai Laniado. Certain schedules and exhibits
                  referenced in the Asset Purchase Agreement have been omitted in
                  accordance with Item 601(b)(2) of Regulation S-K. A copy of any
                  omitted schedule or exhibit will be furnished supplementally to
                  the Securities and Exchange Commission upon request.

   10.1           Partial Assignment of Amended and Restated Media Services
                  Agreement, dated as of June 4, 2013, by and among dELiA*s, Inc.,
                  Alloy, LLC, Alloy Merchandise, LLC and HRSH Acquisitions LLC.

   99.1           Press Release of dELiA*s, Inc. dated June 4, 2013.


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