0001140361-14-045475.txt : 20141216 0001140361-14-045475.hdr.sgml : 20141216 20141216171427 ACCESSION NUMBER: 0001140361-14-045475 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141216 DATE AS OF CHANGE: 20141216 GROUP MEMBERS: FLATBUSH WATERMILL MANAGEMENT, LLC GROUP MEMBERS: FW2, LP GROUP MEMBERS: FW3, LP GROUP MEMBERS: JOSHUA SCHWARTZ 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81563 FILM NUMBER: 141290386 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: Flatbush Watermill,LLC CENTRAL INDEX KEY: 0001514947 IRS NUMBER: 412035174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS - 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127638483 MAIL ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS - 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 form13da.htm FLATBUSH WATERMILL, LLC SC 13DA 12-4-2014 (DELIA'S INC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D*

Under the Securities Exchange Act of 1934

(Amendment No. 2)

dELiA*s, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

246911101
(CUSIP Number)

Joshua M. Schwartz
Flatbush Watermill, LLC
1325 Avenue of the Americas – 27th Floor
New York, NY 10019
(212) 763-8483

With a copy to:

Matthew J. Day, Esq.
The Law Office of Matthew J. Day PLLC
120 W. 45th Street, Suite 3600
New York, NY 10036
(212) 673-0484
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 4, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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 (“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).
 
 

Schedule 13D
CUSIP No. 246911101
 
  
Page 2 of 9
 
1. Name of Reporting Person.
Joshua Schwartz
 
2. Check the Appropriate Box if a Member of a Group.
(a) T
(b) ☐
 
3. SEC Use Only.
 
4. Source of Funds.
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
☐
6. Citizenship or Place of Organization. United States of America
 
 
7. Sole Voting Power. -0-
   
Number of Shares
  
Beneficially
8. Shared Voting Power. 2,008,625
Owned by
  
Each Reporting
  
Person With:
9. Sole Dispositive Power. -0-
   
   
 
10. Shared Dispositive Power. 2,008,625
   
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,008,625
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person.
IN, HC
 

Schedule 13D
CUSIP No. 246911101
  
Page 3 of 9
 
1. Name of Reporting Person.
Flatbush Watermill, LLC
 
2. Check the Appropriate Box if a Member of a Group.
(a) T
(b) ☐
 
3. SEC Use Only.
 
4. Source of Funds.
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
☐
6. Citizenship or Place of Organization. State of Delaware
 
 
7. Sole Voting Power. -0-
   
Number of Shares
  
Beneficially
8. Shared Voting Power. 2,008,625
Owned by
  
Each Reporting
  
Person With:
9. Sole Dispositive Power. -0-
   
   
 
10. Shared Dispositive Power. 2,008,625
   
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,008,625
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person.
OO
 

Schedule 13D
CUSIP No. 246911101
  
Page 4 of 9
 
1. Name of Reporting Person.
Flatbush Watermill Management, LLC
 
2. Check the Appropriate Box if a Member of a Group.
(a) T
(b) ☐
 
3. SEC Use Only.
 
4. Source of Funds.
AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
☐
6. Citizenship or Place of Organization. State of Delaware
 
 
7. Sole Voting Power. -0-
   
Number of Shares
  
Beneficially
8. Shared Voting Power. 2,008,625
Owned by
  
Each Reporting
  
Person With:
9. Sole Dispositive Power. -0-
   
   
 
10. Shared Dispositive Power. 2,008,625
   
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,008,625
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13. Percent of Class Represented by Amount in Row (11)
2.7%
14. Type of Reporting Person.
IA
 

Schedule 13D
CUSIP No. 246911101
  
Page 5 of 9
 
1. Name of Reporting Person.
FW2, LP
 
2. Check the Appropriate Box if a Member of a Group.
(a) T
(b) ☐
 
3. SEC Use Only.
 
4. Source of Funds.
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
☐
6. Citizenship or Place of Organization. State of Delaware
 
 
7. Sole Voting Power. -0-
   
Number of Shares
  
Beneficially
8. Shared Voting Power. 1,875,000
Owned by
  
Each Reporting
  
Person With:
9. Sole Dispositive Power. -0-
   
   
 
10. Shared Dispositive Power. 1,875,000
   
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,875,000
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13. Percent of Class Represented by Amount in Row (11).
2.5%
14. Type of Reporting Person.
PN
 

Schedule 13D
CUSIP No. 246911101
  
Page 6 of 9
 
1. Name of Reporting Person.
FW3, LP
 
2. Check the Appropriate Box if a Member of a Group.
(a) T
(b) ☐
 
3. SEC Use Only.
 
4. Source of Funds.
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
☐
6. Citizenship or Place of Organization. State of Delaware
 
 
7. Sole Voting Power. -0-
   
Number of Shares
  
Beneficially
8. Shared Voting Power. -0-
Owned by
  
Each Reporting
  
Person With:
9. Sole Dispositive Power. -0-
   
   
 
10. Shared Dispositive Power. -0-
   
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person. -0-
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13. Percent of Class Represented by Amount in Row (11).
0%
14. Type of Reporting Person.
PN
 
This Statement on Schedule 13D Amendment No. 2 (this “Statement”) is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the “Commission”). This Statement amends the Statement on Schedule 13D filed on February 28, 2014 with the Commission as previously amended by Amendment No. 1 thereto filed with the Commission on June 17, 2014 (as so amended, the “Amended Statement”) relating to the Common Stock, $0.001 par value per share (the “Common Stock”), of dELiA*s, Inc. (the “Issuer”) as specifically set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Amended Statement.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Amended Statement is hereby amended and restated to read as follows:

The aggregate purchase price of the Series B Preferred Stock beneficially owned by FW2, which are convertible into an aggregate of 1,875,000 shares of Common Stock, which stock is deemed to be beneficially owned by FW2 pursuant to Rule 13d-3(1)(i), was $1,500,000. All such shares of Common Stock beneficially owned by FW2 were paid for using its working capital.

The aggregate purchase price of the Series B Preferred Stock beneficially owned by Flatbush Watermill, which are convertible into an aggregate of 133,625 shares of Common Stock, which stock is deemed to be beneficially owned by Flatbush Watermill pursuant to Rule 13d-3(1)(i), was $106,900. All such shares of Common Stock beneficially owned by Flatbush Watermill were acquired in a distribution from FW3.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Paragraphs (a)-(c) and (e) Item 5 of the Amended Statement are hereby amended and restated to read as follows:

(a)-(b) As of December 16, 2014, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

Reporting Person
  
Aggregate Number of Shares
    
Number of Shares: Sole Power to Vote or Dispose
    
Number of Shares: Shared Power to Vote or Dispose
    
Approximate Percentage*
  
                 
Mr. Schwartz (1)(2)(3)
    
2,008,625
      
0
      
2,008,625
      
2.67
%
Flatbush Watermill (1)(2)(3)
    
2,008,625
      
0
      
2,008,625
      
2.67
%
Flatbush Watermill Management (1)(2)
    
2,008,625
      
0
      
2,008,625
      
2.67
%
FW2 (1)(3)
    
1,875,000
      
0
      
1,875,000
      
2.45
%
FW3 (1)
    
0
      
0
      
0
      
0
%

*Based on 73,218,912 shares of Common Stock outstanding as September 11, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 and in accordance with Rule 13d-3(d)(1)(i).

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein, if any.
 
(2) Mr. Schwartz shares with Flatbush Watermill the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 133,625 shares of Common Stock beneficially owned by FW2.

(3) Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW2 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 1,875,000 shares of Common Stock beneficially owned by FW2.

(c) On December 4, 2014, FW3, LP distributed all of its shares of Series B Preferred Stock to its partners.

(e) On December 4, 2014, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.
 
SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 16, 2014

 
/s/ Joshua Schwartz
      
         
 
Joshua Schwartz
      
         
Flatbush Watermill, LLC
  
Flatbush Watermill Management, LLC
         
By:
/s/ Joshua Schwartz
  
By:
/s/ Joshua Schwartz
         
 
Name: Joshua Schwartz
    
Name: Joshua Schwartz
 
Title: Managing Member
    
Title: Managing Member
         
FW2, L.P.
  
FW3, L.P.
         
By:
Flatbush Watermill, LLC
  
By:
Flatbush Watermill, LLC
         
 
Its General Partner
    
Its General Partner
         
By:
/s/ Joshua Schwartz
  
By:
/s/ Joshua Schwartz
         
 
Name: Joshua Schwartz
    
Name: Joshua Schwartz
 
Title: Managing Member
    
Title: Managing Member