0000910680-12-000099.txt : 20120511 0000910680-12-000099.hdr.sgml : 20120511 20120510192305 ACCESSION NUMBER: 0000910680-12-000099 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120511 DATE AS OF CHANGE: 20120510 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: 12831840 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/A 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/A 1 sc13ga-12312011.htm SCHEDULE 13G/A sc13ga-12312011.htm
 
CUSIP No. 246911101
 
   


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 
 
dELiA*s, Inc.
(Name of Issuer)
 
 
 Common Stock, par value $.001 per share
(Title of Class of Securities)
 
 
246911101
(CUSIP Number)
 
 
December 31, 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).

 
 
 
 
 
 

 
 
CUSIP No. 246911101
 
   

 
1
 NAME 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
 
 1,777,680(1)
6
 SHARED VOTING POWER
 
 0
7
 SOLE DISPOSITIVE POWER
 
 1,777,680(1)
8
 SHARED DISPOSITIVE POWER
 
  0
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,777,680(1)
 
10
 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    o
 
 
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  5.656%(2)
 
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.
(2) Based on 31,432,531 shares of common stock of dELiA*s, Inc. outstanding as of December 6, 2011 (as reported on the cover page of the dELiA*s, Inc. Quarterly Report on Form 10-Q for the Quarter Ended October 29, 2011 filed with the Securities and Exchange Commission on December 8, 2011).

 
 

Page 2 of 8 pages
 
 
CUSIP No. 246911101
 
   

 
1
 NAME 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
 
 1,777,680(1)
6
 SHARED VOTING POWER
 
 0
7
 SOLE DISPOSITIVE POWER
 
 1,777,680(1)
8
 SHARED DISPOSITIVE POWER
 
  0
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,777,680(1)
 
10
 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    o
 
 
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  5.656%(2)
 
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.
(2) Based on 31,432,531 shares of common stock of dELiA*s, Inc. outstanding as of December 6, 2011 (as reported on the cover page of the dELiA*s, Inc. Quarterly Report on Form 10-Q for the Quarter Ended October 29, 2011 filed with the Securities and Exchange Commission on December 8, 2011).

 
 

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 o
   
 
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:  May 10, 2012
COSA – NOVA FASHIONS LIMITED
 
 
By:  /s/  Morley H. Beallor                                                                          
   
Morley H. Beallor
Attorney-in-Fact, pursuant to Power of Attorney dated January 13, 2011
   
   
Date:  May 10, 2012
MIGUEL S. GOLDGRUB, also known as MICHAEL GOLD
 
 
By:  /s/  Morley H. Beallor                                                                           
   
Morley H. Beallor
Attorney-in-Fact, pursuant to Power of Attorney dated May 10, 2012


 
 

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 (incorporated by reference to Exhibit 99.1 to Schedule 13G relating to the common stock of dELiA*s, Inc. filed by Cosa – Nova Fashions Limited and Miguel S. Goldgrub, also known as Michael Gold, on April 20, 2011)
   
   

 
 
 
Page 8 of 8 Pages
 
 


 
 
 
EX-99.2 2 ex99_2-sc13ga12312011.htm POWER OF ATTORNEY GRANTED BY COSA ? NOVA FASHIONS LIMITED Unassociated Document

Exhibit 99.2

FORM ID, SECTION 13(d), SECTION 13(g) and SECTION 16
POWER OF ATTORNEY


COSA - NOVA FASHIONS LIMITED, a corporation incorporated in the Province of Ontario, Canada (the “Corporation”), does hereby constitute and appoint Morley H. Beallor, Susan S. Ancarrow and Seth A. Winter, as the Corporation’s true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for the Corporation and in its name and on its behalf, to (i) prepare, execute in its name and on its behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Corporation to make electronic filings with the SEC; (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Corporation to comply with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(g) of the Exchange Act, or any rule or regulation of the SEC in respect thereof (collectively, “Sections 13(d) and 13(g)”); and (iii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Corporation to comply with Section 16 of the Exchange Act or any rule or regulation of the SEC in respect thereof  (collectively, “Section 16”).

The Corporation does hereby ratify and confirm all acts the Corporation’s said attorneys shall do or cause to be done by virtue hereof, and does hereby acknowledge that the foregoing attorneys-in-fact, serving in such capacity at the Corporation’s request, are not assuming any of the Corporation’s responsibilities to comply with Sections 13(d) and 13(g), or Section 16, or any rules or regulations of the SEC in respect thereof.

This power of attorney shall remain in full force and effect until it is revoked by the Corporation in a signed writing delivered to each such attorney-in-fact or the Corporation is no longer required to comply with Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

WITNESS the execution hereof this 13th day of January, 2011.


COSA - NOVA FASHIONS LIMITED

By:       /s/ Miguel S. Goldgrub                                                                           
Miguel S. Goldgrub, also known as Michael Gold
President and Secretary


Attested by:
/s/ Brooke A. Miller                                                                                     
Brooke A. Miller
Signing Officer, COSA - NOVA FASHIONS LIMITED
EX-99.3 3 ex99_3-sc13ga12312011.htm POWER OF ATTORNEY GRANTED BY MIGUEL S. GOLDGRUB Unassociated Document
Exhibit 99.3

FORM ID, SECTION 13(d), SECTION 13(g) and SECTION 16
POWER OF ATTORNEY


MIGUEL S. GOLDGRUB, also known as MICHAEL GOLD (the “Filing Person”), does hereby constitute and appoint Morley H. Beallor as the Filing Person’s true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for the Filing Person and in his name and on his behalf, to (i) prepare, execute in his name and on his behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Filing Person to make electronic filings with the SEC; (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Filing Person to comply with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(g) of the Exchange Act, or any rule or regulation of the SEC in respect thereof (collectively, “Sections 13(d) and 13(g)”); and (iii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Filing Person to comply with Section 16 of the Exchange Act or any rule or regulation of the SEC in respect thereof  (collectively, “Section 16”).

The Filing Person does hereby ratify and confirm all acts the Filing Person’s said attorneys shall do or cause to be done by virtue hereof, and does hereby acknowledge that the foregoing attorneys-in-fact, serving in such capacity at the Filing Person’s request, are not assuming any of the Filing Person’s responsibilities to comply with Sections 13(d) and 13(g), or Section 16, or any rules or regulations of the SEC in respect thereof.

This power of attorney shall remain in full force and effect until it is revoked by the Filing Person in a signed writing delivered to each such attorney-in-fact or the Filing Person is no longer required to comply with Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

WITNESS the execution hereof this 10th day of May, 2012.




/s/  Miguel S. Goldgrub                                           
Miguel S. Goldgrub, also known as Michael Gold



Attested by:
/s/  Morley H. Beallor