0000910680-11-000179.txt : 20110420 0000910680-11-000179.hdr.sgml : 20110420 20110420152936 ACCESSION NUMBER: 0000910680-11-000179 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110420 DATE AS OF CHANGE: 20110420 GROUP MEMBERS: COSA-NOVA FASHIONS LIMITED GROUP MEMBERS: MIQUEL S. GOLDGRUP, ALSO KNOWN AS MICHAEL GOLD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: dELiAs, Inc. CENTRAL INDEX KEY: 0001337885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 203397172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81563 FILM NUMBER: 11770556 BUSINESS ADDRESS: STREET 1: C/O DELIA*S, INC. STREET 2: 50 WEST 23RD STREET CITY: NEW YORK CITY STATE: NY ZIP: 10010 BUSINESS PHONE: (212) 590-6204 MAIL ADDRESS: STREET 1: C/O DELIA*S, INC. STREET 2: 50 WEST 23RD STREET CITY: NEW YORK CITY STATE: NY ZIP: 10010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cosa - Nova Fashions Ltd CENTRAL INDEX KEY: 0001510457 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 50 DUFFLAW ROAD CITY: TORONTO STATE: A6 ZIP: M6A 2W1 BUSINESS PHONE: (416) 789-1071 MAIL ADDRESS: STREET 1: 50 DUFFLAW ROAD CITY: TORONTO STATE: A6 ZIP: M6A 2W1 SC 13G 1 sc13g-04122011.htm SCHEDULE 13G sc13g-04122011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

dELiA*s, Inc.
(Name of Issuer)
 
Common Stock, par value $.001 per share
(Title of Class of Securities)
 
246911101
(CUSIP Number)
 
April 12, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:   
 
  o Rule 13d-1(b)
     
  x Rule 13d-1(c)
     
  o Rule 13d-1(d)
     
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).















Page 1 of 8 pages

 
 
 

 
 
CUSIP No. 246911101
   




1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Cosa – Nova Fashions Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
1,572,606  (1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,572,606  (1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,572,606 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)            r
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.003%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
 

(1) All shares of common stock of dELiA*s, Inc. held by Cosa – Nova Fashions Limited (“Cosa – Nova Fashions”) may be deemed to be beneficially owned by Miguel S. Goldgrub, also known as Michael Gold, as the beneficial owner of 100% of the common stock of Cosa – Nova Fashions.



Page 2 of 8 pages
 
 

 
 
CUSIP No. 246911101
   


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Miguel S. Goldgrub, also known as Michael Gold
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
1,572,606 (1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,572,606 (1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,572,606 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)             r
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.003%
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 

(1) All shares of common stock of dELiA*s, Inc. held by Cosa – Nova Fashions Limited (“Cosa – Nova Fashions”) may be deemed to be beneficially owned by Miguel S. Goldgrub, also known as Michael Gold, as the beneficial owner of 100% of the common stock of Cosa – Nova Fashions.

Page 3 of 8 pages
 
 

 
 
CUSIP No. 246911101
   



Item 1.
     
       
 
(a)
Name of Issuer
 
       
   
dELiA*s, Inc.
 
       
 
(b)
Address of Issuer’s Principal Executive Offices
       
   
50 West 23rd Street
 
   
New York, New York  10010
 
       
Item 2.
     
       
 
(a)
Name of Person Filing
       
   
Cosa – Nova Fashions Limited
       
   
Miguel S. Goldgrub, also known as Michael Gold
       
 
(b)
Address of Principal Business Office, or, if none, Residence
       
   
Cosa Nova Fashions:
Cosa – Nova Fashions Limited
     
50 Dufflaw Road
     
Toronto, Ontario
     
M6A 2W1
       
   
Mr. Goldgrub:
c/o Cosa – Nova Fashions Limited
     
50 Dufflaw Road
     
Toronto, Ontario
     
M6A 2W1
       
 
(c)
Citizenship
 
       
   
Cosa Nova Fashions:
Ontario, Canada
       
   
Mr. Goldgrub:
Canada
       
 
(d)
Title of Class of Securities
       
   
Common Stock, par value $.001 per share
       
 
(e)
CUSIP Number
 
       
   
246911101
 


Page 4 of 8 pages
 
 

 
 
CUSIP No. 246911101
   



Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
       
 
(a)-(k): not applicable
 
       
Item 4.  Ownership.
       
 
(a)
Amount beneficially owned:
       
   
See the responses to Item 9 on the attached cover pages.
       
 
(b)
Percent of class:
 
       
   
See the responses to Item 11 on the attached cover pages.
       
 
(c)
Number of shares as to which the person has:
       
   
(i)
Sole power to vote or to direct the vote:
       
          See the responses to Item 5 on the attached cover pages.
       
   
(ii)
Shared power to vote or to direct the vote:
       
          See the responses to Item 6 on the attached cover pages.
       
   
(iii)
Sole power to dispose or to direct the disposition of:
       
     
    See the responses to Item 7 on the attached cover pages.
       
   
(iv)
Shared power to dispose or to direct the disposition of:
       
     
    See the responses to Item 8 on the attached cover pages.
       
Item 5.  Ownership of Five Percent or Less of a Class.
       
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  r.
 
 
Not applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
 


Page 5 of 8 pages
 
 

 
 
CUSIP No. 246911101
   



Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
Not applicable.
 
Item 8.  Identification and Classification of Member of the Group.
 
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
 
Not applicable.
 
Item 10.  Certification.
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

Page 6 of 8 pages
 
 

 
 
CUSIP No. 246911101
   


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  April 19, 2011
COSA – NOVA FASHIONS LIMITED
     
 
By:
 /s/ Miguel S. Goldgrub
   
Miguel S. Goldgrub, also known as Michael Gold
   
President and Secretary
     
     
 
MIGUEL S. GOLDGRUB
     
     
 
By:
 /s/ Miguel S. Goldgrub
   
Miguel S. Goldgrub, also known as Michael Gold



Page 7 of 8 pages
 
 

 
 
CUSIP No. 246911101
   


EXHIBIT INDEX
 
Exhibit Number
Exhibit
   
Exhibit 99.1
Joint Filing Agreement, dated as of April 19, 2011, by and between Cosa – Nova Fashions Limited and Miguel S. Goldgrub, also known as Michael Gold



Page 8 of 8 pages
 
 
 
EX-99.1 2 ex99_1-sc13g04122011.htm JOINT FILING AGREEMENT ex99_1-sc13g04122011.htm
 
Exhibit 99.1

 
JOINT FILING AGREEMENT

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or both of us, will be filed on behalf of each of us.


Date:  April 19, 2011
COSA – NOVA FASHIONS LIMITED
     
 
By:
 /s/ Miguel S. Goldgrub
   
Miguel S. Goldgrub, also known as Michael Gold
   
President and Secretary
     
     
 
MIGUEL S. GOLDGRUB
     
     
 
By:
 /s/ Miguel S. Goldgrub
   
Miguel S. Goldgrub, also known as Michael Gold