Alloy Approves Spinoff of dELiA*s; Sets Record Date for Distribution of dELiA*s Stock to Shareholders.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Alloy, Inc. ("Alloy") (Nasdaq: ALOY), a media, marketing services, direct marketing and retail company primarily targeting the dynamic Generation Y population, today announced that its Board of Directors has approved the spin-off of its wholly-owned subsidiary, dELiA*s, Inc. ("dELiA*s"), which currently operates Alloy's merchandising business, and will be distributing to Alloy stockholders all outstanding shares of dELiA*s common stock owned by Alloy. Barring unforeseen events, the distribution is expected to occur on December 19, 2005 to Alloy stockholders of record at the close of business on December 7, 2005. The trading of the dELiA*s common stock on the Nasdaq National Market is expected to begin on or about December 19, 2005 under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors "DLIA DLIA Discover Life in America " with Alloy continuing to trade on the Nasdaq National Market under the symbol "ALOY". The dELiA*s common stock may trade on the Nasdaq National Market on a when issued basis under the symbol "DLIAV" beginning on or about December 14, 2005. The distribution is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent dELiA*s' registration statement on Form S-1 being declared effective by the Securities and Exchange Commission, compliance with applicable federal and state securities laws and satisfaction of various legal, contractual and other requirements. In connection with the spin-off, Alloy holders of record will receive a pro-rata distribution in a ratio of one share of dELiA*s common stock for every two shares of Alloy common stock held as of the record date, and a cash payment in lieu of any fractional shares Fractional share Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs. fractional share Less than one share of stock, that is, one-third or one-half a share. . There were 46,645,938 shares of Alloy common stock outstanding at September 30, 2005, and there will thus be approximately 23,323,000 shares of dELiA*s common stock issued in the spin-off. Alloy expects to receive an opinion from its tax advisors A tax advisor is a financial expert especially trained in tax law. Some countries require tax advisors to verify the balance sheets of companies above a certain size. Individuals usually require tax advisors to minimize taxation, to avoid learning the details of tax law in that the distribution should be tax-free for federal income tax purposes to Alloy and its stockholders, except for cash received by stockholders instead of fractional shares. A registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc dELiA*s, Inc. common stock has been filed with the SEC, but has not yet become effective. Accordingly, dELiA*s securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Copies of the preliminary prospectus Preliminary Prospectus A first draft registration statement filed by a firm prior to proceeding with an initial public offering of securities. The document, filed with the Securities & Exchange Commission, is intended to provide pertinent information to prospective shareholders relating to the dELiA*s securities may be obtained from Edward Taffet, General Counsel of dELiA*s. Mr. Taffet can be reached at 435 Hudson Street Hudson Street can refer to:
About Alloy, Inc. Alloy, Inc. is a media, marketing services, direct marketing and retail company primarily targeting Generation Y, a key demographic segment comprising the more than 60 million boys and girls boys and girls mercurialisannua. in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. between the ages of 10 and 24. Alloy's convergent media model uses a wide range of media assets to reach more than 31 million Generation Y consumers each month and is comprised of two distinct businesses: Alloy Media + Marketing and dELiA*s, Inc. Alloy Media + Marketing is one of the largest providers of targeted media and promotional marketing programs incorporating such industry- recognized divisions as Alloy Marketing & Promotions (AMP), 360 Youth, American Multicultural Marketing (AMM AMM Autorisation de Mise sur le Marche (French) AMM Autorisation de Mise sur le Marché (French: Commission of Marketing Authorization) AMM ASEAN Ministerial Meeting AMM American Metal Market ), Market Place Media (MPM MPM Multi-Processing Module (Apache) MPM Manufacturing Process Management MPM Milwaukee Public Museum MPM MMW (Millimeter Wave) Power Module MPM Master of Project Management (degree) ), Alloy Education, Alloy Entertainment, and Alloy Out-of-Home. Working with these groups, marketers can connect with their targeted audience through a host of advertising and marketing programs incorporating Alloy's wide ranging media and marketing assets such as direct mail catalogs, college and high school newspapers, Web sites, display media boards, college guides, and promotional events. dELiA*s, Inc., our direct marketing and retail store subsidiary, includes the dELiA*s, Alloy, and CCS (1) (Common Channel Signaling) A communications system in which one channel is used for signaling and different channels are used for voice/data transmission. Signaling System 7 (SS7) is a CCS system, also known as CCS7. See SS7. brand names and sells apparel, accessories, footwear, room furnishings and action sports equipment directly to the youth market through catalogs, websites and retail stores. For further information regarding Alloy, please visit our corporate website at (www.alloyinc.com). About dELiA*s, Inc. dELiA*s, Inc. currently is a wholly-owned subsidiary of Alloy and is a direct marketing and retail company comprised of three lifestyle brands primarily targeting consumers between the ages of 12 and 19. Its brands - dELiA*s, Alloy and CCS are well-established, differentiated, lifestyle brands that generate revenue by selling apparel, accessories, footwear, room furnishings and action sports equipment predominantly to teenage consumers through direct mail catalogs, websites and, for dELiA*s, mall-based specialty retail stores. This announcement may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations and beliefs regarding our future results or performance. Because these statements apply to future events, they are subject to risks and uncertainties. When used in this announcement, the words "anticipate", "believe", "estimate", "expect", "expectation", "project" and "intend" and similar expressions are intended to identify such forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements. Additionally, you should not consider past results to be an indication of our future performance. Factors that might cause or contribute to such differences include, among others, our ability to: increase revenues; generate high margin sponsorship and multiple revenue streams; increase visitors to our Web sites (www.alloy.com, www.delias.com, and www.ccs.com) and build customer loyalty; develop our sales and marketing teams and capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. these efforts; develop commercial relationships with advertisers and the continued resilience in advertising spending to reach the teen market; manage the risks and challenges associated with integrating newly acquired businesses; and identify and take advantage of strategic, synergistic acquisitions and other revenue opportunities. Other relevant factors include, without limitation: our competition; seasonal sales fluctuations; the uncertain economic and political climate in the United States and throughout the rest of the world, and the potential that such climate may deteriorate further; and general economic conditions. For a discussion of certain of the foregoing factors and other risk factors see the "Risk Factors That May Affect Future Results" section included in our annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended January 31, 2005, which is on file with the Securities and Exchange Commission. We do not intend to update any of the forward-looking statements after the date of this announcement to conform these statements to actual results, to changes in management's expectations or otherwise, except as may be required by law. |
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