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<SEC-DOCUMENT>0001398344-11-000416.txt : 20110218
<SEC-HEADER>0001398344-11-000416.hdr.sgml : 20110218
<ACCEPTANCE-DATETIME>20110218165007
ACCESSION NUMBER: 0001398344-11-000416
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110218
DATE AS OF CHANGE: 20110218
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-81563
FILM NUMBER: 11625090
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: T2 Partners Management, LP
CENTRAL INDEX KEY: 0001327388
IRS NUMBER: 134041748
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 145 E. 57TH STREET
STREET 2: SUITE 1100
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-386-7160
MAIL ADDRESS:
STREET 1: 145 E. 57TH STREET
STREET 2: SUITE 1100
CITY: NEW YORK
STATE: NY
ZIP: 10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>fp0002574_sc13ga-delias.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT NO. 3
dELiA*s, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
246911101
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2010
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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 in 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 ("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>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Whitney R. Tilson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,078,089
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,078,089
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,078,089
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.83%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Glenn H. Tongue
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,078,089
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,078,089
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,078,089
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.83%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T2 Partners Management, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,078,089
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,078,089
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,078,089
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.83%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T2 Partners Group, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,078,089
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,078,089
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,078,089
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.83%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T2 Partners Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,335,070
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,335,070
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,335,070
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.46%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T2 Accredited Fund, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,746,147
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,746,147
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,746,147
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.58%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T2 Qualified Fund, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
588,923
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
588,923
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,923
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.88%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tilson Offshore Fund, LTD
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
457,791
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
457,791
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,791
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.46%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tilson Focus Fund
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
285,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
285,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.91%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 246911101
---------------------
Item 1(a). Name of Issuer:
dELiA*s, Inc.
--------------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices:
50 West 23rd St.
New York, NY 10010
--------------------------------------------------------------------
Item 2(a). Name of Persons Filing:
Whitney R. Tilson
Glenn H. Tongue
T2 Partners Management, LP
T2 Partners Group, LLC
T2 Partners Management, LLC
T2 Accredited Fund, LP
T2 Qualified Fund, LP
Tilson Offshore Fund, LTD
Tilson Focus Fund
The name of the person filing this statement (the "Statement") is T2
Partners Management, LP. T2 Partners Management, LP is the
investment manager of T2 Qualified Plan, LP, a Delaware limited
partnership, T2 Accredited Fund, LP, a Delaware limited partnership,
Tilson Offshore Fund, Ltd., a Cayman Islands limited company, and
Tilson Focus Fund, a registered investment company. T2 Partners
Management, LLC is the General Partner for T2 Accredited Fund, LP
and T2 Qualified Fund, LP. T2 Partners Group, LLC controls T2
Partners Management LP. Whitney R. Tilson and Glenn H. Tongue
control T2 Partners Management LP, T2 Partners Management LLC and T2
Partners Group, LLC.
--------------------------------------------------------------------
(b). Address of Principal Business Office, or if None, Residence:
767 Fifth Avenue, 18th Floor
New York, NY 10153
--------------------------------------------------------------------
(c). Citizenship:
Citizenship noted under Item 4 for each reporting person.
--------------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock
--------------------------------------------------------------------
(e). CUSIP Number:
246911101
--------------------------------------------------------------------
<PAGE>
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
See Items 5-9 and 11 on the cover page for each filer.
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 [ ].
N/A
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
----------------------------------------------------------------------
Item 10. Certification.
By signing below we certify that, to the best of our 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 such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
February 18, 2011
--------------------------
(Date)
/s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson
/s/ GLENN H. TONGUE
--------------------------
Glenn H. Tongue
T2 Partners Management, LP
By: T2 Partners Group, LLC, General Partner
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Managing Member
<PAGE>
T2 Partners Group, LLC
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Managing Member
T2 Partners Management, LLC
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Managing Member
T2 Accredited Fund
By: T2 Partners Management, LLC, General Partner
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Managing Member
T2 Qualified Fund
By: T2 Partners Management, LLC, General Partner
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Managing Member
Tilson Offshore Fund
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Director
Tilson Focus Fund
By: /s/ WHITNEY R. TILSON
--------------------------
Whitney R. Tilson, Trustee
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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