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Alloy completes sequel of dELiA*s Inc

21 Dec '05

2 min read

Leading merchandising services provider Alloy Inc announced that on December 19, 2005 it completed its spinoff of dELiA*s Inc ("dELiA*s") and began distributing to its stockholders all of the 23,339,782 shares of dELiA*s common stock that Alloy owned prior to the distribution.

As previously announced, the distribution is on the basis of one share of dELiA*s common stock for every two shares of Alloy common stock outstanding as of the record date. Earlier, the Alloy board of directors had declared this special stock dividend to Alloy stockholders of record on December 7, 2005.

Shares of Alloy common stock traded after the record date and before the close of trading on December 19, 2005 traded with the right to receive the shares of dELiA*s common stock issued in the spinoff. Beginning December 20, 2005, Alloy shares will no longer include the value of dELiA*s.

The distribution will result in Alloy stockholders receiving approximately 99.3 percent of the outstanding shares of dELiA*s common stock. The other approximately 0.7 percent of the outstanding dELiA*s shares was sold to senior executives of dELiA*s in a private placement on December 12, 2005.

Certificates representing the distributed dELiA*s shares will be mailed or otherwise issued to holders of record beginning on December 20, 2005. No fractional shares of dELiA*s common stock are being distributed.

Instead, fractional shares will be aggregated and sold on behalf of allaffected stockholders of record, and the net proceeds of the sale of fractional shares will be distributed on a pro rata basis to stockholders of record who would otherwise be entitled to fractional shares. As a result of the spinoff, Alloy no longer owns any shares of dELiA*s.

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