**Asfiled with the Securities and Exchange Commission on May 30, 2003**

 

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

**(AmendmentNo. 1)**

 

**ANNUAL REPORT**

 

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**Pursuant toSection 13 or 15(d) of theSecurities Exchange Act of 1934**

 

**For the fiscal year ended February 1, 2003**

 

**Commission filenumber 0-25347**

 

**dELiA*s Corp.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                                                     |   | **13-3963754**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State  or other jurisdiction of  incorporation or organization) |   | (I.R.S.  Employer Identification No.) |

 

**435 Hudson Street, New York, New York10014**

(Address of principalexecutive offices)

(Zip Code)

 

## **(212) 807-9060**

(Registrant’s telephonenumber, including area code)

 

Securitiesregistered pursuant to Section 12(b) of the Act: **None**

Securities registeredpursuant to Section 12(g) of the Act:

**ClassA Common Stock, $.01 par value per sharePreferred Stock Purchase Rights**(Title of class)

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. ý**YES**o**NO**

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Aggregate market value ofvoting and non-voting common equity held by non-affiliates as of August 2,2002, the last business day of the most recently completed second fiscalquarter:  $119,600,000.

Such value is calculatedusing the closing price on the NASDAQ of $3.51.

 

Indicate by check mark ifthe registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)  ý**YES**o**NO**

 

Number of sharesoutstanding (excluding shares in treasury) as of May 12, 2003

| of the  registrant’s Class A common stock: |   | **53,114,529** |
|-------------------------------------------------|--------|----------------|
| of the  registrant’s Class B common stock: |   | **None**       |

 

 

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*In May 1999, we announced a change in our fiscal year to the 52 or 53 weeks ended on the Saturday closestto January 31 following the corresponding calendar year. For example,references to “ fiscal 2002”  in thisreport mean the period from February 3, 2002 to February 1, 2003. Any referencein this report to a particular fiscal year before 1999 is to the year endedJanuary 31 following the corresponding calendar year. For example, “fiscal 1998” means the period from February 1, 1998 to January 31,1999.*

 

*On November 20, 2000, dELiA*s Inc. was recombined with itsmajority-owned subsidiary, iTurf Inc., and we renamed the parent company of therecombined business dELiA*s Corp. The merger transaction was accounted for as apurchase by dELiA*s Inc. of the minority interest in iTurf. As a result, thehistorical financial statements of dELiA*s Corp. contained herein are thehistorical financial statements of dELiA*s Inc. with earnings per sharerestated to reflect the transaction. See Note 1 of Notes to ConsolidatedFinancial Statements.*

 

**Part III of the Annual Report on Form 10-K of dELiA*s Corp.for the year ended February 1, 2003 is amended in its entirety to add thefollowing information:**

## ** **

## **PART III**

 

**Item 10.  Directorsand Executive Officers of the Registrant.**

 

**ExecutiveOfficers and Directors**

 

Thefollowing is a list of our executive officers and directors. Officers serve atthe discretion of the board. In connection with the merger of dELiA*s Inc. intoiTurf Inc. in November 2000, iTurf Inc. was renamed dELiA*s Corp.  dELiA*s Corp. is the successor company todELiA*s Inc.

 
| **Name**                  |   | **Age** |   | **Position**                                                              |
|---------------------------|--------|---------|--------|---------------------------------------------------------------------------|
| Stephen I. Kahn           |   | 37      |   | Chief Executive  Officer and Chairman of the Board                        |
| Christopher C.  Edgar     |   | 37      |   | Executive Vice  President and Vice Chairman of the Board                  |
| Evan Guillemin            |   | 38      |   | Chief Financial  Officer, Chief Operating Officer, Treasurer and Director |
| Clare R.  Copeland (1)(2) |   | 67      |   | Director                                                                  |
| S. Roger Horchow          |   | 74      |   | Director                                                                  |
| Geraldine  Karetsky       |   | 62      |   | Director                                                                  |
| Timothy U. Nye            |   | 37      |   | Director                                                                  |
| Joseph J. Pinto  (1)(2)   |   | 70      |   | Director                                                                  |
| Douglas R. Platt  (1)     |   | 39      |   | Director                                                                  |
| Andrea Weiss              |   | 48      |   | Director                                                                  |
| Edward D. Taffet          |   | 46      |   | Senior Vice  President, General Counsel and Secretary                     |

 

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(1)    Member ofAudit Committee.

(2)     Member of Compensation Committee.

 

*Stephen I. Kahn* has served as Chief Executive Officer of dELiA*sInc. (its successor being dELiA*s Corp.) since co-founding dELiA*s in1993.  Mr. Kahn has been Chairman of ourboard of directors since October 1996 and, until March 1999, served as ourPresident. From September 1997 through the November 2000 merger of dELiA*s Inc.and its majority-owned subsidiary, iTurf Inc., he also served as President,Chief Executive Officer and Chairman of the board of directors of iTurf. He isa director of Danier Leather Inc., a publicly-traded integrated designer,manufacturer and retailer of high quality, high fashion leather and suedeclothing.  Mr. Kahn also serves on theboard of directors of the National Retail Federation.

 

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*Christopher C.Edgar* was elected ViceChairman of our board of directors inMarch 1999 and has been a director of dELiA*s since October 1996.  From November 1996 to March 1999 Mr. Edgarserved as our Chief Operating Officer and Executive Vice President.  He was previously Executive Vice Presidentof dELiA*s LLC and a member of the board of managers of dELiA*s LLC from thetime he co-founded dELiA*s in 1993. Mr. Edgar also served as a Vice Presidentof iTurf and as a member of the board of iTurf from 1997 to 1999.

 

*Evan Guillemin* has served as our Chief Financial Officer andTreasurer since December 2002, served as our Chief Operating Officer since May2001, served as our President from March 1999 until May 2001 and served as ourChief Financial Officer and Treasurer from July 1996 to March 2000. He has been a director of dELiA*s Corp.,and prior to the merger, iTurf Inc., since January 1999.  Mr. Guillemin was also Vice President andacting Chief Financial Officer of iTurf from 1997 to 1999.

 

*Clare R. Copeland*joined our board of directors in June 1999. Mr. Copeland is Chairman of Toronto Hydro, a leading North Americanutility.  From 1999 to 2002, he servedas Chairman and CEO of Ontario Store Fixtures, a manufacturer of storefixtures. From 1993 to 1999, he served as President and Chief Executive Officerof Peoples Jewelers Corporation, the leading jewelry chain in Canada.  He is also a member of the board of directorsof RIOCAN, a real estate investment trust, Danier Leather Inc., a publicly-traded integrated designer,manufacturer and retailer of high quality, high fashion leather and suedeclothing, and Cars 4 U, a publicly-traded automobile dealership.

 

*S. RogerHorchow* joined our boardof directors in October 1996.  He hasbeen chairman of R. Horchow Productions, Inc., a theatrical production companyand winner of two Tony Awards, since 1990. He has also serves as a consultant to Gold Violin, an Internet retailerfocused on the seniors market.

 

*GeraldineKaretsky* served as amember of the board of managers of dELiA*s LLC since 1994 and joined our boardof directors in October 1996.  She is aprivate investor.

 

*Timothy U. Nye* hasserved as a director of dELiA*s and, prior to the merger, iTurf Inc., since May2000.  He is the founder of AlltrueNetworks Inc., an entertainment company. He has been the chief executive officer of Sunshine Equity Partner, aninvestment banking services firm, since September 2002 and was the chiefexecutive officer or co-chief executive officer of Sunshine Amalgamedia, Inc.,a developer of multimedia content, from 1994 to 2002.

 

*Joseph J. Pinto* joined our board of directors in November1996.  He is a private investor.  From 1981 to 1997, Mr. Pinto was a directorand officer of Sefinco Ltd. (and a predecessor), the U.S.-based privateinvestment affiliate of Entrecanales Y Tavora SA, a Spanish conglomerate withinterests in construction and merchant banking.

 

*Douglas R. Platt*  served as a director of iTurf from May 2000and joined our board of directors in November 2000.  He has been the chief executive officer of Prefer Network LLC (ora predecessor entity), a database marketing firm serving the direct marketingindustry, since January 1999. In 1999, he also served as a consultant to DailyPlanet Catalog, a direct marketing company that he previously served asPresident from 1988 to 1994 and then managing director until January 1999.  He also served as a consultant to E. M.Warburg Pincus & Co., a financial firm, from November 1998 to February1999.

 

*Andrea Weiss*joined the Company as President and was elected byour board to serve as a director in May 2001. In October 2002, she resigned as President, but continues to be employedby the Company as an advisor and continues to serve as a director of dELiA*s.Prior to joining the Company, Ms. Weiss served as Executive VicePresident and Chief Stores Officer of The Limited, Inc. from May 1998 toFebruary 2001.  From February 1996 toApril 1998, Ms. Weiss served as President of Retail for Guess, Inc.  

 

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Ms. Weiss is also a director of Brookstone, Inc., a specialty retailerand direct merchant that distributes proprietary branded products under thenames Brookstone, Gardeners Eden, and Hard-to-Find Tools.

 

*Edward D.Taffet* has served as SeniorVice President, General Counsel and Secretary since November 2001. Prior tojoining us, Mr. Taffet was associated with Gotham Hospitality LLC, a developerand operator of hotel properties, where he was responsible for legal affairs inconnection with the acquisition of hotel properties. From 1985 to 1999 Mr.Taffet worked for United Merchants and Manufacturers, Inc., a textile andapparel manufacturer and distributor, in a variety of capacities, serving asSenior Vice President, General Counsel and Secretary from 1989 to 1997, andthereafter until 1999 as a consultant with similar duties.

 

Ms. Karetsky is Mr. Kahn’s aunt. There are no otherfamily relationships among our directors and executive officers.  Mr. Kahn has agreed to vote allshares of Class A common stock of the Company that he owns directly or overwhich he holds the power to vote in favor of the election or re-election of Ms.Weiss to our board of directors at all meetings of the stockholders of theCompany at which Ms. Weiss has been nominated for election or re-electionduring the term of her employment agreement.

 

**Compliance with Section 16(a) of theSecurities Exchange Act of 1934**

 

The SecuritiesExchange Act of 1934 requires the Company’s directors, executive officers andany persons owning more than 10% of a class of the Company’s stock to filereports with the Securities and Exchange Commission regarding their ownershipof the Company’s stock and any changes in such ownership.  Based solely on a review of copies of thesereports and representations furnished to us, we believe the Company’s executiveofficers and directors complied with their filing requirements for fiscal 2002.

 

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**Item 11.  ExecutiveCompensation**

 

The following table setsforth certain information concerning compensation awarded to, earned by or paidduring the past three years to those persons who were, for fiscal 2001, ourChief Executive Officer and our other executive officers as to whom suchdisclosure is required by the rules of the SEC (collectively, the “namedexecutive officers”). Except as disclosed below, the aggregate value of allperquisites and other personal benefits, securities or property did not exceed$50,000 or 10% of the total of annual salary and bonus for each named executiveofficer.  Amounts disclosed includecompensation awarded by all of our subsidiaries.

 
|                            |   |             |   | **Annual  Compensation** |    | **Long-Term  Compensation** |    |
|---------------------------------|--------|------------------|--------|--------------------------|---------|-----------------------------|---------|
| **Name and Principal Position** |   | **Fiscal  Year** |   | **Salary**               |    | **Bonus**                   |    | **Other  Annual  Compensation** |   | **Restricted  Stock  Awards (1)** |   | **Securities  Underlying  Options** |   |
| Stephen  I. Kahn                |   | 2002             |   | $                        | 267,923 |                        | —  |   | $ | 60,805 | (2) | — |   | — |   |
| Chairman  of the Board and      |   | 2001             |   | 270,000                  |    | —                      |    | 47,672 | (3) | — |   | 400,000 |   |
| Chief  Executive Officer        |   | 2000             |   | 247,692                  |    | —                      |    | 43,926 | (4) | $ | 1,346,268 | (5) | 301,563 |   |
|                            |   |             |   |                     |    |                        |    |   |   |   |   |   |   |
| Christopher  C. Edgar           |   | 2002             |   | $                        | 155,796 |                        | —  |   | $ | 53,787 | (2) | — |   | — |   |
| Vice  Chairman of the Board     |   | 2001             |   | 150,000                  |    | —                      |    | — |   | — |   | 100,000 |   |
|                            |   | 2000             |   | 163,462                  |    | —                      |    | 37,066 | (4) | $ | 856,272 | (6) | 43,125 |   |
|                            |   |             |   |                     |    |                        |    |   |   |   |   |   |   |
| Evan  Guillemin                 |   | 2002             |   | $                        | 189,231 |                        | —  |   | — |   | — |   | 50,000 |   |
| Chief  Financial Officer        |   | 2001             |   | 213,462                  |    | —                      |    | — |   | — |   | — |   |
| and  Director                   |   | 2000             |   | 163,462                  |    | —                      |    | — |   | $ | 681,617 | (7) | 243,125 |   |
|                            |   |             |   |                     |    |                        |    |   |   |   |   |   |   |
| Edward  D. Taffet               |   | 2002             |   | $                        | 180,000 |                        | —  |   | — |   | — |   | 25,000 |   |
| General  Counsel                |   | 2001             |   | 44,308                   |    | —                      |    | — |   | — |   | 40,000 |   |
|                            |   |             |   |                     |    |                        |    |   |   |   |   |   |   |
| Dennis  Goldstein               |   | 2002             |   | $                        | 212,308 |                        | $       | 50,000 |   | — |   | — |   | — |   |
| Former  Chief Financial         |   | 2001             |   | 240,000                  |    | 50,000                      |    | — |   | — |   | 200,000 |   |
| Officer  and Treasurer (8)      |   | 2000             |   | 179,038                  |    | 25,000                      |    | — |   | $ | 90,368 | (9) | 237,513 |   |
|                            |   |             |   |                     |    |                        |    |   |   |   |   |   |   |
| Andrea  Weiss                   |   | 2002             |   | $                        | 432,692 | (11)                        | 291,209 |   | — |   | — |   | — |   |
| Director  and Former            |   | 2001             |   | 291,209                  | (11)    | —                      |    | — |   | $ | 1,062,000 | (8) | 300,000 |   |
| President  (10)                 |   |             |   |                     |    |                        |    |   |   |   |   |   |   |   |
|                                 |        |                  |        |                          |         |                             |         |  |  |  |  |  |  |  |  |  |  |

 

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(1)                                  Fiscal2000 awards include grants by both dELiA*s Inc. and iTurf Inc.  In connection with these restricted stockawards, the executive officers receiving restricted stock of dELiA*s Inc.forfeited all options to purchase shares of common stock of dELiA*s Inc. andexecutive officers receiving restricted stock of iTurf Inc. forfeited alloptions to purchase shares of Class A common stock of iTurf Inc. No dividends are expected to be declared duringthe vesting periods, but if they were, they would accrue on the restrictedstock reported.

 

(2)                                  Forfiscal 2002, other compensation for Mr. Kahn includes approximately $15,000 forautomobile expenses, $14,000 for personal legal and accounting fees and $10,000for life insurance premiums. Other compensation for Mr. Edgar includes $40,000of life insurance premiums, which includes premiums paid for fiscal 2002 andprevious years, and $11,000 for automobile expenses. These amounts were paid inaccordance with the terms of the executives’ employment agreements.

 

(3)                                  Forfiscal 2001, other compensation for Mr. Kahn includes $18,844 for personallegal and accounting fees and $18,414 for automobile expenses in accordancewith Mr. Kahn’s employment agreement.

 

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(4)                                  Forfiscal 2000, other compensation for Mr. Kahn includes $13,425 for personallegal and accounting fees and $11,875 for automobile expenses. Othercompensation for Mr. Edgar includes $10,500 for continuing education and$10,000 for life insurance premiums. These amounts were paid in accordance withthe terms of the executives’ employment agreements.

 

(5)                                  Asof February 2, 2002, the value of restricted stock held by Mr. Kahn was $291,000. Mr. Kahn’s fiscal 2000restricted stock grants included 968,355 shares (after conversion of dELiA*sInc. stock granted earlier in fiscal 2000 to dELiA*s Corp. stock in theNovember 2000 merger) that were scheduled to vest in less than three years fromthe date of grant on the following dates: 113,087 shares on November 1, 2000;444,528 shares on January 1, 2001; 111,132 shares on each of March 10, 2001 and2002; 37,696 shares on April 1, 2001; and 37,695 shares on each of October 1,2001, April 1, 2002, October 1, 2002 and April 1, 2003.

 

(6)                                  Asof February 2, 2002, the value of restricted stock held by Mr. Edgar was $151,000. His fiscal 2000 restrictedstock grants included 543,219 shares (after conversion of dELiA*s Inc. stock,which was granted earlier in fiscal 2000, to dELiA*s Corp. stock in theNovember 2000 merger) that were scheduled to vest in less than three years fromthe date of grant on the following dates: 16,173 shares on November 1, 2000;333,396 shares on January 1, 2001; 83,349 shares on each of March 10, 2001 and2002; 5,391 shares on each of April 1, 2001 and October 1, 2001; and 5,390shares on each of April 1, 2002, October 1, 2002 and April 1, 2003.

 

(7)                                  Asof February 2, 2002, the value of restricted stock held by Mr. Guillemin was $101,000. His fiscal 2000restricted stock grants included 436,718 shares (after conversion of dELiA*sInc. stock, which was granted earlier in fiscal 2000, to dELiA*s Corp. stock inthe November 2000 merger) that were scheduled to vest in less than three yearsfrom the date of grant on the following dates: 16,173 shares on November 1,2000; 324,135 shares on January 1, 2001; 5,391 shares on each of April 1, 2001and October 1, 2001; 69,458 on June 20, 2002; and 5,390 shares on each of April1, 2002, October 1, 2002 and April 1, 2003.

 

(8)                                  From November 2000 until his resignation inDecember 2002, Dennis Goldstein served as our Chief Financial Officer andTreasurer. He served as Chief Financial Officer and Treasurer of iTurf fromJanuary 1999 to November 2000.  In connectionwith his resignation, all options scheduled to vest after April 2003 wereforfeited.

 

(9)                                  Asof February 2, 2002, the value of restricted stock held by Mr. Goldstein was $45,000. His fiscal 2000restricted stock grants included 107,813 shares that were scheduled to vest inless than three years from the date of grant on the following dates: 47,918shares on November 1, 2000 and 11,979 shares on each of April 1, 2001, 2002 and2003 and October 1, 2001 and 2002.

 

(10)                            MsWeiss earned salary of $291,209 during fiscal 2001. Payment of such amount wasdeferred until fiscal 2002 at the election of Ms. Weiss. In this table, suchsalary is included in fiscal 2001 instead of in fiscal 2002.

 

(11)                            As ofFebruary 2, 2002, the value of restricted stock held by Ms. Weiss was $79,000. Her restricted stock grant included 210,000shares that were scheduled to vest in less than three years from the date ofgrant on the following dates: 120,000 on May 14, 2002 and 90,000 shares May 14,2003.

 

**Option Grants in Last Fiscal Year**

 

The following table setsforth certain information with respect to individual grants of stock options topurchase shares of our Class A common stock made during fiscal 2002 to each ofthe named

 

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executive officers whoreceived stock option grants in such year. We did not make any SAR grants infiscal 2002.

 
| **Name**          |   | **Number of  Securities  Underlying  Options  Granted (#)** |   | **Percent of  Total  Options  Granted to  Employees  In Fiscal  Year** |   | **Exercise  Price  (per  share)** |   | **Expiration  Date** |     | **Potential  Realizable Value  at Assumed Annual Rates of  Stock Price Appreciation  For Option Term (1)** |   |
|-------------------|--------|-------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|-----------------------------------|--------|----------------------|----------|------------------------------------------------------------------------------------------------------------|--------|
| **5%**            |   | **10%**                                                     |
| Evan  Guillemin   |   | 50,000                                                      |   | 6                                                                      | %      | $                                 | 0.64   |                 | 12/12/12 |                                                                                                       | $      | 20,125 |   | $ | 51,000 |   |
|              |   |                                                        |   |                                                                   |   |                              |   |                 |     |                                                                                                       |   |   |   |
| Edward  D. Taffet |   | 25,000                                                      |   | 3                                                                      | %      | $                                 | 0.64   |                 | 12/12/12 |                                                                                                       | $      | 10,062 |   | $ | 25,500 |   |

 

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(1)                                  Theassumed annual rates of appreciation of 5% and 10% would result in the price ofa share of our Class A common stock increasing from $0.47 at February 1, 2003to $0.77 and $1.22, respectively, over ten years.

 

**Fiscal Year-End Option Values**

 

The following table presents certain informationconcerning unexercised options held by the named executive officers as ofFebruary 1, 2003.

 
| **Name**              |   | **Shares  Acquired  on  Exercise** |   | **Value  Realized** |   | **Number of  Securities  Underlying Unexercised  Options at Fiscal Year-  End Exercisable/  Unexercisable** |   | **Intrinsic  Value of Unexercised  In-the-Money Options  at Fiscal Year-End  Exercisable/  Unexercisable** |   |
|-----------------------|--------|------------------------------------|--------|---------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------|--------|
| Stephen  I. Kahn      |   | —                             |   | —              |   | 343,868 /  357,695                                                                                          |   | — / —                                                                                            |   |
|                  |   |                               |   |                |   |                                                                                                        |   |                                                                                                       |   |
| Christopher  C. Edgar |   | —                             |   | —              |   | 57,735 / 85,390                                                                                             |   | — / —                                                                                            |   |
|                  |   |                               |   |                |   |                                                                                                        |   |                                                                                                       |   |
| Evan  Guillemin       |   | —                             |   | —              |   | 137,735 /  155,390                                                                                          |   | — / —                                                                                            |   |
|                  |   |                               |   |                |   |                                                                                                        |   |                                                                                                       |   |
| Edward  D. Taffet     |   | —                             |   | —              |   | 10,000 / 55,000                                                                                             |   | — / —                                                                                            |   |
|                  |   |                               |   |                |   |                                                                                                        |   |                                                                                                       |   |
| Dennis  Goldstein     |   | —                             |   | —              |   | 222,202 / 11,979                                                                                            |   | — / —                                                                                            |   |
|                  |   |                               |   |                |   |                                                                                                        |   |                                                                                                       |   |
| Andrea  Weiss         |   | —                             |   | —              |   | 120,000 / 90,000                                                                                            |   | — / —                                                                                            |   |

 

**Compensation of Directors**

 

We pay our non-employee directors $2,000 for eachboard of directors meeting attended and reimburse them for all reasonableout-of-pocket expenses incurred in connection with their attendance at fullboard and board committee meetings. Under our stock incentive plan, uponjoining the board each non-employee director is granted an option to purchase50,000 shares of Class A common stock with an exercise price equal to the fairmarket value of the Class A common stock on the date of grant. All optionsgranted to non-employee directors vest in equal semi-annual installments overfour years if the non-employee director is a director on such dates. Directors whowere originally appointed to the dELiA*s Inc. board of directors were grantedoptions to purchase 40,000 shares of the common stock of dELiA*s Inc.  Those options were surrendered for 36,000restricted shares of dELiA*s Inc. common stock upon action of the compensationcommittee of the dELiA*s Inc. board. The restricted shares were converted in the recombination of dELiA*sInc. and iTurf to 68,600 restricted shares of Class A common

 

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stock of dELiA*s Corp. Upon a “change of control” of dELiA*s Corp., alloptions and restricted shares that have not yet expired will automaticallybecome exercisable unless our board of directors or the Compensation Committeedetermines otherwise. Directors who are our employees are not compensated forservices as directors.

 

**Employment Agreements**

 

On April 24, 2001, we entered into an employmentagreement with Mr. Kahn agreeing to employ him as our chief executive officerand executive chairman of our board of directors until December 31, 2006.  Mr. Kahn receives a salary of $270,000annually, subject to an annual increase of 5%. If we terminate Mr. Kahn without cause or he resigns for good reason, hewould be entitled to continued payment of his base salary for the remainder ofthe term of his contract, but in no event for less than one year.  Upon a change of control of dELiA*s Corp.,Mr. Kahn is entitled to continued payment of his base salary for the remainderof the term of his employment agreement, but in no event for less than twoyears.  In addition, all of Mr. Kahn’srestricted stock and options vest immediately upon (i) termination due to Mr.Kahn’s death or disability, (ii) termination by us without cause, (iii)resignation by Mr. Kahn for good reason or (iv) a change of control of dELiA*sCorp.  Under his contract, we alsoprovide Mr. Kahn with life insurance, the use of two cars, reimbursement(including a tax gross-up) for up to $40,000 for various professional services,and a gross-up for any excise tax payable by Mr. Kahn under section 280(G) ofthe Internal Revenue Code of 1986, as amended. In connection with the signing of his employment agreement, Mr. Kahn wasgranted an option to purchase 400,000 shares of our Class A common stock.  The option vests in equal semi-annualinstallments over four years.

 

On May 7, 2001, we entered into an employmentagreement with Ms. Weiss, which was amended on October 14, 2002.   As amended, Ms. Weiss is employed as anadvisor to the Company until September 1, 2003.  In addition, we agreed to cause her to be appointed as a memberof our board of directors and Mr. Kahn agreed, while Ms. Weiss remains in theemploy of the Company,  to vote allshares of our Class A common stock under his control in favor of herappointment as a director in any meeting of our stockholders. Ms. Weiss isentitled to an annual salary of $400,000 in her first year of employment,increasing to $450,000 in her second year and at an annual rate of $475,000 inher third, pro-rated through the term of her employment.  For each fiscal year during her employment,she is eligible for a cash bonus equal to 100% of her salary, payable on orbefore March 31 of the following fiscal year, pro rated in the first year basedupon the commencement date of her employment. One hundred percent of the bonus covering fiscal year 2001 isguaranteed.  Ms. Weiss also received agrant of 300,000 options and an award of 300,000 shares of restricted stock,each vesting over four years at a rate of 120,000 options and restricted sharesin year one, 90,000 in year two, 60,000 in year three and 30,000 in yearfour.  Ms. Weiss must be employed by theCompany at the time any options or awards vest, otherwise such options orawards are forfeited. The contract also provides that Ms. Weiss will receive asecond grant of options to purchase 100,000 shares on the first anniversary ofher employment, vesting in equal installments over four years from that date,provided she is still employed by the Company at the time of the scheduled vesting.  If we terminate Ms. Weiss without cause orshe resigns for good reason, including upon a change of control of dELiA*sCorp., she would be entitled to continued payment of her base salary untilSeptember 1, 2003, and to payment of any guaranteed bonuses and a pro ratedportion of any bonus she would have received in the year of the termination orresignation.  In addition, all of Ms.Weiss’ restricted stock and options vest immediately upon a change of controlof dELiA*s Corp.  Under her agreement,we also provide Ms. Weiss with life insurance and reimbursement of costsrelated to the use of a car.

 

On December 20, 2001, we entered into an employmentagreement with Christopher C. Edgar agreeing to employ Mr. Edgar as ViceChairman of the Board of Directors and Director of Real Estate until December20, 2006. The agreement replaced his earlier agreement with one of oursubsidiaries. Under the agreement, as amended on December 23, 2002, Mr. Edgaris entitled to a salary of $200,000 annually. In the

 

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event of (i) termination due to his death or disability or (ii)resignation by Mr. Edgar for good reason, he is entitled to continued paymentof a base annual salary of $125,000 through the third anniversary year of hisemployment agreement or one year, whichever is greater. We also provide Mr.Edgar with the use of a car. Mr. Edgar is entitled to reimbursement for up to$20,000 of certain education, professional and other specified expenses. Inconnection with the signing of his employment agreement, Mr. Edgar was grantedan option to purchase 100,000 shares of Class A common stock. The option vestsin five equal installments over five years. All of Mr. Edgar’s options vest immediately upon a change of control ofdELiA*s Corp.

 

On October 27, 2000, we entered into an employmentagreement with Mr. Guillemin, which was amended on December 23, 2002, agreeingto employ him as an executive officer until January 30, 2006.  As amended, Mr. Guillemin receives a salary of$240,000 annually. Mr. Guillemin is entitled to payment of his base salary forthe lesser of two years or the remainder of his employment term, but in noevent less than one year, upon (i) termination due to his death or disability,(ii) termination by us without cause, (iii) resignation by Mr. Guillemin forconstructive discharge (defined in the contract as a material breach of amaterial provision of the contract). Upon a change of control of dELIA*s Corp., Mr. Guillemin is entitled topayment of one year’s salary and all of the shares of restricted stockcurrently held by him vest immediately. In addition, we granted Mr. Guilleminan option to purchase 200,000 shares of our Class A common stock.  Under his agreement, we also provide Mr.Guillemin with the use of a car.

 

On April 5, 1999, we entered into an employmentagreement with Mr. Goldstein agreeing to employ him as the chief financialofficer of  iTurf Inc.  We amended this agreement as of November 27,2000, to provide that we will employ Mr. Goldstein as our chief financialofficer until January 31, 2004. Mr. Goldstein receives a salary of $240,000annually under the amended agreement. Mr. Goldstein also received a payment of $25,000 upon signing the amendmentto his agreement and we have agreed that he will receive a bonus of no lessthan $50,000 for fiscal 2000 and 2001. If we terminate Mr. Goldstein without cause or he resigns for goodreason, he would be entitled to continued payment of his base salary for theremainder of the term of his contract. We also provide Mr. Goldstein with the use of a car.  Mr. Goldstein’s employment agreement wasfurther amended on December 12, 2002, whereby his employment as chief financialofficer  terminated on December 17,2002, and he remained an employee of the Company on unpaid leave of absenceuntil April 30, 2003.

 

**Compensation Committee Interlocks andInsider Participation**

 

There were no compensationcommittee interlocks or insider participation during fiscal 2002.

 

9

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**Item 12.  SecurityOwnership Of Certain Beneficial Owners And Management**

 

The following table sets forth information as of May12, 2003 with respect to our Class A common stock beneficially owned by (i)each person we know to be the beneficial owner of more than 5% of the shares ofour Class A common stock, (ii) each director individually, (iii) each namedexecutive officer individually and (iv) all executive officers and directors asa group. At the close of business on May 12, 2003, there were 53,114,529 sharesof our Class A common stock outstanding and entitled to vote.

 
|                                                          |   | **Shares of Class A Common Stock  Beneficially Owned** |   |
|---------------------------------------------------------------|--------|--------------------------------------------------------|--------|
|                                                          |   | **Number**                                             |   | **Percentage  Owned** |   |
| **Name and Address5% Stockholders**                           |   |                                                   |   |   |   |
| Stephen I. Kahn (1)                                           |   | 14,381,186                                             |   | 27.08 | % |
| 435 Hudson Street                                             |   |                                                   |   |   |   |
| New York, New York 10014                                      |   |                                                   |   |   |   |
| Capital Research and Management  Company (2).                 |   | 3,125,000                                              |   | 5.88 | % |
| 333 South Hope Street                                         |   |                                                   |   |   |   |
| Los Angeles, California 90071                                 |   |                                                   |   |   |   |
| J.P Morgan Chase & Co. (2)                                |   | 2,933,100                                              |   | 5.52 | % |
| 270 Park Avenue                                               |   |                                                   |   |   |   |
| New York, New York 19917                                      |   |                                                   |   |   |   |
|                                                          |   |                                                   |   |   |   |
| **Other Named Executive Officers and Directors**              |   |                                                   |   |   |   |
| Geraldine Karetsky (3)                                        |   | 4,345,140                                              |   | 8.18 |   |
| Christopher C. Edgar (4)                                      |   | 1,575,433                                              |   | 2.97 |   |
| Evan Guillemin (5)                                            |   | 529,364                                                |   | 1.00 |   |
| S. Roger Horchow                                              |   | 78,890                                                 |   |   | * |
| Clare R. Copeland                                             |   | 65,537                                                 |   |   | * |
| Joseph J. Pinto (6)                                           |   | 42,465                                                 |   |   | * |
| Timothy U. Nye (7)                                            |   | 37,500                                                 |   |   | * |
| Doug Platt (8)                                                |   | 37,500                                                 |   |   | * |
| Andrea Weiss (9)                                              |   | 377,040                                                |   |   | * |
| Edward D.  Taffet (10)                                   |   | 10,000                                                 |   |   | * |
| Dennis Goldstein (11)                                         |   | 198,164                                                |   |   | * |
| Directors and executive  officers as a group (11 individuals) |   | 19,868,618                                             |   | 37.41 | % |

 

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*                                         Less than 1%.

 
| (1) |   | Includes (a) 9,748,383 shares of our Class A common stock directly  owned by Mr. Kahn, (b) 461,563 shares of our Class A common stock which Mr.  Kahn has an option to purchase which is exercisable (or will become  exercisable within 60 days), (c) 218,600 shares of our Class A common stock  that Mr. Kahn holds as trustee for the benefit of his minor children, and (d)  3,952,640 shares of our Class A common stock (of which 1,611,437 is beneficially  owned by Ms. Karetsky) that Mr. Kahn has the sole power to vote and shared  power to restrict disposition of pursuant to a stockholders agreement. In  addition, as Chief Executive Officer and Chairman of the board of dELiA*s  Corp., Mr. Kahn may be deemed to share dispositive and voting power over  11,425,000 shares of our Class B common stock and 1,685,580 shares of our  Class A common stock held by us and our subsidiaries.  Under Delaware law, these shares have no  voting rights while they are held by dELiA*s or our subsidiaries. |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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| (2)    |   | Information based on a Schedule 13G filing dated February 10, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (3)    |   | Includes 1,598,822 shares owned by Ms. Karetsky as trustee of  the Geraldine Karetsky 2000 Trust and  12,615 shares owned by Ms. Karetsky as trustee for The Ruth Kahn Trust f/b/o  Sidney Kahn, both of which are subject to a stockholders agreement with Mr.  Kahn pursuant to which Ms. Karetsky shares power to dispose of such shares  and has given a proxy to Mr. Kahn to vote such shares. Also includes  2,702,703 shares owned by Ms. Karetsky and 31,000 shares held by Ms. Karetsky  as trustee for two charitable foundations. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (4)    |   | Includes 63,125 shares that Mr. Edgar has an option to purchase which  is exercisable (or will become exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (5)    |   | Includes 143,125 shares that Mr. Guillemin has an option to purchase  which is exercisable (or will become exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (6)    |   | Includes 10,725 shares of our Class A common stock which Mr. Pinto  owns as trustee and which Mr. Pinto has the power to dispose of and vote.                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (7)    |   | Includes 37,500 shares that Mr. Nye has an option to purchase which is  exercisable (or will become exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (8)    |   | Includes 37,500 shares that Mr. Platt has an option to purchase which  is exercisable (or will become exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (9)    |   | Includes 210,000 shares that Ms. Weiss has an option to purchase which  is exercisable (or will become exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (10)   |   | Includes 10,000 shares that Mr. Taffet has an option to purchase which  is exercisable (or will become exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (11)   |   | Includes 93,480 shares held by Mr. Goldstein’s spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

11

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**Family Stockholders Agreement**

 

Certain members of Stephen I.Kahn’s family, trusts for the benefit of such persons and certain other persons(the “Family Holders”) and Stephen I. Kahn have entered into a stockholdersagreement. The stockholders agreement gives Stephen I. Kahn the right to votecertain shares of our Class A common stock owned by the Family Holders on allmatters that come before our stockholders. We believe that approximately 7% of the outstanding Class A common stockas of May 12, 2003 were held by the Family Holders and subject to theagreement. The stockholders agreement will expire on December 18, 2006.

 
| **Item  13.** | **Certain  Relationships and Related Transactions** |
|---------------|-----------------------------------------------------|
|          |
|          | None.                                               |

 

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**SIGNATURES**

 

Pursuant to therequirements 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 theundersigned thereunto duly authorized.

 

 
|               |                       | /s/ Stephen I. Kahn |   |
|--------------------|----------------------------|---------------------|--------|
|               | Stephen I. Kahn            |
|               | Chairman of the Board  and |
|               | Chief Executive Officer    |
| Date: May 30, 2003 |                       |

 

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CERTIFICATIONPURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIESEXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Stephen I. Kahn, certify that:

 

1.  I have reviewed this Form10-K/A Amendment No. 1 to the Annual Report of dELiA*s Corp.;

 

2.  Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.  Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.  The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have:

 

a.         designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

b.        evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

c.         presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

5.  The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a.         all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

b.        any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.  The registrant’s othercertifying officers and I have indicated in this annual report whether or notthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Dated: May 30, 2003

 
| By:    | /s/ Stephen I. Kahn                                |   |
|--------|----------------------------------------------------|--------|
|   | Stephen I. Kahn                                    |
|   | Chairman of the Board  and Chief Executive Officer |
|        |                                                    |        |  |

 

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CERTIFICATIONPURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIESEXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Evan Guillemin, certify that:

 

1.  I have reviewed this Form10-K/A Amendment No. 1 to the Annual Report of dELiA*s Corp.;

 

2.  Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.  Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this annual report;

 

4.  The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have:

 

a.         designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

b.        evaluated the effectivenessof the registrant’s disclosure controls and procedures as of a date within 90days prior to the filing date of this annual report (the “Evaluation Date”);and

c.         presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

 

5.  The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a.         all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

b.        any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.  The registrant’s othercertifying officers and I have indicated in this annual report whether or notthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Dated: May 30, 2003

 
| By:    | /s/ Evan Guillemin      |   |
|--------|-------------------------|--------|
|   | Evan Guillemin          |
|   | Chief Financial Officer |
|        |                         |        |  |

 

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