-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EL3gH5QBpMj/UajkFzX8+MLTirtUWhZIeUSuNahfUr5UmgPNlBLWXesb/v/ufn9v bHJNV6ib1aHBYLCcpeRsig== 0000921895-08-002483.txt : 20081002 0000921895-08-002483.hdr.sgml : 20081002 20081002170728 ACCESSION NUMBER: 0000921895-08-002483 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081002 DATE AS OF CHANGE: 20081002 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: 081104364 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK CITY STATE: NY ZIP: 10014 BUSINESS PHONE: (212) 807-9060 MAIL ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK CITY STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MLF INVESTMENTS LLC CENTRAL INDEX KEY: 0001162627 IRS NUMBER: 593755675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 455 N INDIAN ROCKS ROAD STREET 2: SUITE B CITY: BELLEAIR BLUFFS STATE: FL ZIP: 33770 BUSINESS PHONE: 727 450 4950 MAIL ADDRESS: STREET 1: 455 N INDIAN ROCKS ROAD STREET 2: SUITE B CITY: BELLEAIR BLUFFS STATE: FL ZIP: 33770 SC 13D/A 1 sc13da605327008_09302008.htm sc13da605327008_09302008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 6)1
 
dELiA*s, Inc.
(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)

246911 10 1
(CUSIP Number)

MATTHEW L. FESHBACH
MLF INVESTMENTS, LLC
455 N. Indian Rocks Road, Suite B
Belleair Bluffs, Florida 33770
727-450-4950
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2008
(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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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).
 

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
MLF Investments, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
220,536 shares (1)
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
220,536 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
220,536 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO
(1)  
Includes (i) 206,548 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Offshore Portfolio Company, L.P. and (ii) 8,795 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Partners 100, L.P.

 
2

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
MLF Offshore Portfolio Company, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
211,741 shares (1)
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
211,741 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
211,741 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

(1)  
Includes 206,548 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Offshore Portfolio Company, L.P.
 
3

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
MLF Cayman GP, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
211,741 shares (1)
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
211,741 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
211,741 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO
   
(1)  
Includes 206,548 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Offshore Portfolio Company, L.P.
 
4

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
MLF Partners 100, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
8,795 shares (1)
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
8,795 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,795 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

(1)  
Includes 8,795 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Partners 100, L.P.
 
5

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
MLF Capital Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
220,536 shares (1)
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
220,536 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
220,536 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN
   
(1)  
Includes (i) 206,548 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Offshore Portfolio Company, L.P. and (ii) 8,795 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Partners 100, L.P.
 
6

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
MLF Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                        AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
220,536 shares (1)
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
220,536 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       220,536 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                       Less than 1%
14
TYPE OF REPORTING PERSON
 
                       OO
   
(1)  
Includes (i) 206,548 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Offshore Portfolio Company, L.P. and (ii) 8,795 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Partners 100, L.P.
 
7

CUSIP NO. 246911 10 1
 
1
NAME OF REPORTING PERSON
 
Matthew L. Feshbach
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                       AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                       USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
245,183 shares
8
SHARED VOTING POWER
 
220,536 shares (1)
9
SOLE DISPOSITIVE POWER
 
245,183 shares
10
SHARED DISPOSITIVE POWER
 
220,536 shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                       465,719 shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                       1.5%
14
TYPE OF REPORTING PERSON
 
                       IN

(1)  
Includes (i) 206,548 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Offshore Portfolio Company, L.P., (ii) 8,795 shares obtainable upon the exercise of warrants that are currently exercisable and held by MLF Partners 100, L.P.

8

CUSIP NO. 246911 10 1
 
The following constitutes Amendment No. 6 (“Amendment No. 6”) to Schedule 13D, as amended to date, filed by the undersigned (the “Schedule 13D”).  Except as specifically amended by this Amendment No. 6, the Schedule 13D remains in full force and effect.
 
Item 3 is hereby amended in its entirety to read as follows:
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Following the distributions described in further detail in Item 5 below, MLF Offshore owned 5,193 Shares and warrants to purchase an additional 206,548 Shares.  The aggregate costs of such shares and warrants are approximately $32,233 and $568,006, respectively.  The funds used to purchase such Shares came from the working capital of MLF Offshore.
 
Following the distributions described in further detail in Item 5 below, MLF Partners 100 owned 0 Shares and warrants to purchase an additional 8,795 Shares.  The aggregate cost of such warrants is approximately $24,187.  The funds used to purchase such warrants came from the working capital of MLF Partners 100.
 
Following the distributions described in further detail in Item 5 below, Mr. Feshbach also owned (i) 29,719 Shares received in his capacity as a director of the Issuer and (ii) 216,004 Shares acquired via an in-kind distribution made by MLF Offshore on September 30, 2008. The Shares held directly by Mr. Feshbach were issued to him as part of his compensation as a director of the Issuer and received as part of the in-kind distribution by MLF Offshore to its partners.
 
Item 4 is hereby amended to add the following:
 
Item 4.
Purpose of Transaction
 
Effective following the Issuer’s annual meeting, Mr. Feshbach no longer serves as a director of the Issuer.
 
Items 5(a) through (c) and (e) are hereby amended in their entirety as follows:
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 31,108,981 Shares outstanding as of September 9, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Report for the quarter ended August 2, 2008 on Form 10-Q as filed with the Securities and Exchange Commission on September 11, 2008.
 
Following the distributions on September 30, 2008 by MLF Offshore and MLF Partners 100 to their partners, respectively, (i) Mr. Feshbach directly owned 29,179 Shares received in his capacity as a director of the Issuer and 216,004 Shares acquired via an in-kind distribution made by MLF Offshore, and may be deemed to own the 211,741 Shares beneficially owned by MLF Offshore, 8,795 Shares beneficially owned by MLF Partners 100, or an aggregate of 465,719 Shares, constituting approximately 1.5% of the shares of Common Stock outstanding, (ii) each of MLFI, MLF Holdings, and MLF Capital beneficially owned 220,536 Shares (including 206,548 Shares and 8,795 Shares issuable upon the exercise of warrants held by MLF Offshore and MLF Partners 100, respectively), constituting less than 1% of the Shares outstanding, (iii) each of MLF Offshore and MLF Cayman beneficially owned 211,741 Shares (including 206,548 Shares issuable upon the exercise of warrants held by MLF Offshore), constituting less than 1% of the Shares outstanding, and (iv) MLF Partners 100 beneficially owned 8,795 Shares (consisting of 8,795 Shares issuable upon the exercise of options held by MLF Partners 100), constituting less than 1% of the Shares outstanding.
 
9

CUSIP NO. 246911 10 1
 
(b)           Each of MLFI, MLF Holdings, MLF Capital and Mr. Feshbach shares the power to vote and dispose or to direct the vote and disposition of 220,536 Shares, or less than 1% of the Shares outstanding.  In addition, Mr. Feshbach has sole power to vote and dispose of an additional 245,183 shares of Common Stock, or less than 1% of the shares of Common Stock outstanding.
 
Each of MLF Offshore and MLF Cayman shares the power to vote and dispose or to direct the vote and disposition of 211,741 Shares, or less than 1% of the Shares outstanding.  MLF Partners 100 shares the power to vote and dispose or to direct the vote and disposition of 8,795 Shares, or less than 1% of the Shares outstanding.
 
(c)           On September 30, 2008, MLF Offshore made an in-kind distribution of 5,117,998 Shares to its partners.
 
On September 30, 2008, MLF Partners 100 made an in-kind distribution of 218,147 Shares to its partners.
 
(e)           Following the distributions on September 30, 2008 by MLF Offshore and MLF Partners 100 to their partners, respectively, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
10

CUSIP NO. 246911 10 1
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: October 2, 2008
 
/s/ Matthew L. Feshbach
MATTHEW L. FESHBACH
 
MLF INVESTMENTS, LLC
 
By:
/s/ Matthew L. Feshbach
 
Name: Matthew L. Feshbach
 
Title: Managing Member
 
MLF OFFSHORE PORTFOLIO COMPANY, L.P.
 
By:     MLF Cayman GP, Ltd.
Title:  General Partner
 
By:     MLF Capital Management, L.P.
           Sole shareholder
 
By:     MLF Holdings, LLC
           General Partner
 
By:
/s/ Matthew L. Feshbach
 
Name:  Matthew L. Feshbach
 
Title: Managing Member
 
 
MLF CAYMAN GP, LTD.
 
By:     MLF Capital Management, L.P.
Sole shareholder
 
By:     MLF Holdings, LLC
           General Partner
 
By:
/s/ Matthew L. Feshbach
 
Name:  Matthew L. Feshbach
 
Title:  Managing Member
 
 
11

CUSIP NO. 246911 10 1
 
 
 
 
MLF CAPITAL MANAGEMENT, L.P.
 
By:     MLF Holdings, LLC
           General Partner
 
By:
/s/ Matthew L. Feshbach
 
Name:  Matthew L. Feshbach
 
Title: Managing Member
 
 
MLF HOLDINGS, LLC
 
By:
/s/ Matthew L. Feshbach
 
Name:  Matthew L. Feshbach
 
Title: Managing Member
 
 
MLF PARTNERS 100, L.P.
 
By:     MLF Capital Management, L.P.
Title:  General Partner
 
By:     MLF Holdings, LLC
Title:  General Partner
 
By:
/s/ Matthew L. Feshbach
 
Name:  Matthew L. Feshbach
 
Title:  Managing Member

 
12
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