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DELIAS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

February 18, 2014

Item 1.01. Entry into a Material Definitive Agreement

On February 18, 2014, dELiA*s, Inc., a Delaware corporation (the "Company"), entered into a private placement Securities Purchase Agreement (the "Securities Purchase Agreement") with certain of its officers, directors, existing stockholders and other accredited investors (the "Investors"), relating to the sale to such Investors of (i) 199,834 shares of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), for an aggregate purchase price of $19,983,400, and (ii) an aggregate of $24,116,600 in principal amount of the Company's Secured Convertible Notes (the "Notes"), which Notes, subject to receipt of Stockholder Approval (as defined below), are mandatorily convertible into 241,166 shares of Series B Preferred Stock at a conversion price of $0.80 per share. Until the Stockholder Approval Date (as defined below), the proceeds from the sale of the Notes will be placed in an interest bearing account (the "Deposit Account") and may not be used by the Company. The private placement is expected to close on or about February 18, 2014, subject to the satisfaction of customary closing conditions.

The Series B Preferred Stock will rank senior to the shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), and the Company's Series A Junior Participating Preferred Stock, with respect to dividend rights and rights upon a Liquidation (as defined below). The Series B Preferred Stock will have a stated value of $100 per share (the "Stated Value").

The holders of Series B Preferred Stock are entitled to receive, when, as and if declared by the board of directors of the Company ("Board"), out of any funds legally available therefor, dividends per share of Series B Preferred Stock in an amount equal to 6.0% per annum of the Stated Value per share, as set forth in the Certificate of Designation of Series B Convertible Preferred Stock (the "Certificate of Designation"), a form of which is attached as Exhibit 4.1. The first date on which dividends are payable is February 18, 2015, and, thereafter, dividends are payable semi-annually in arrears on February 18 and August 18 of each year (such first payment date, and each such semi-annual payment date, being a "Dividend Payment Date"). Dividends, whether or not declared, begin to accrue and be cumulative from the date the Series B Preferred Stock is issued. If the Company does not pay any dividend in full on any scheduled Dividend Payment Date, then dividends thereafter will accrue at an annual rate of 8.0% of the Stated Value from such scheduled Dividend Payment Date to the date that all accumulated dividends on the Series B Preferred Stock have been paid in cash in full. Any dividend payments made with respect to shares of Series B Preferred Stock will be made so long as such payments are permitted under the Company's existing Credit Agreement with Salus Capital Partners, LLC ("Salus").

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a "Liquidation"), after satisfaction of all liabilities and obligations to creditors of the Company and before any distribution or payment . . .

Item 2.02. Results of Operations and Financial Condition.

On February 18, 2014, the Company announced its preliminary results for the fourth quarter of fiscal year 2013. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 of this Current Report on Form 8-K and exhibit 99.2 hereto is being furnished to the SEC, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference into any filing under the Exchange Act or under the Securities Act except to the extent specifically provided in any such filing.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of the Registrant.



The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to (i) the description of the private placement of the Series B Preferred Stock and the Notes pursuant to the Securities Purchase Agreement and (ii) the Fifth Amendment is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the description of the private placement of the Series B Preferred Stock and the Notes pursuant to the Securities Purchase Agreement is incorporated by reference into this Item 3.02.

The purchasers in the private placement are accredited investors and the Series B Preferred Stock and the Notes being sold pursuant to the Securities Purchase Agreement will be issued in a private placement without registration in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act relating to sales by an issuer not involving any public offering.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K with respect to the description of the private placement of the Series B Preferred Stock and the Notes pursuant to the Securities Purchase Agreement, the Certificate of Designation and the Rights Amendment is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the appointment of the Lead Investor Directors and the Flatbush Directors pursuant to the Securities Purchase Agreement is incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year



In connection with the private placement and sale of Series B Preferred Stock and Notes, the Company intends to file the Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of Designation will become effective on the closing date of the private placement. The summary of the rights, powers, and preferences of the Series B Preferred Stock set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 hereto, which is incorporated herein by reference.

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Item 8.01. Other Events

On February 18, 2014, the Company issued a press release announcing that it had entered into the Securities Purchase Agreement described in Item 1.01 of this Current Report on Form 8-K. The Company's press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 4.1 Form of Certificate of Designation of Series B Convertible Preferred Stock 4.2 Form of Secured Convertible Note 4.3 First Amendment to Rights Agreement, dated as of February 18, 2014, by and between the Company and American Stock Transfer & Trust Company LLC 10.1 Securities Purchase Agreement, dated as of February 18, 2014, by and among the Company and each investor identified on the signature pages thereto 10.2 Fifth Amendment to Credit Agreement, dated as of February 18, 2014, among the Company, each of the wholly-owned subsidiaries of the Company identified in Schedules 1.01 and 1.02 to the Credit Agreement, each lender party thereto, and Salus Capital Partners, LLC, as Administrative Agent and Collateral Agent 99.1 Press Release dated February 18, 2014 99.2 Press Release dated February 18, 2014



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Source: Edgar Glimpses


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