- Post-Effective Amendment to an S-8 filing (S-8 POS)
November 09 2010 - 2:24PM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on November 9, 2010
Registration No. 333-109788
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT NO. 333-109788
UNDER
THE SECURITIES ACT OF 1933
ALLOY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-3310676
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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151 W. 26th Street
New York, NY
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10001
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(Address of Principal Executive Offices)
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(Zip Code)
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ALLOY, INC.
AMENDED AND RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
AND STOCK INCENTIVE PLAN
dELiA*s INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
dELiA*s INC. 1998 STOCK INCENTIVE PLAN
iTURF INC. 1999 AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of
the Plans)
Matthew C. Diamond
Chief Executive Officer
Alloy, Inc.
151 W. 26th Street
New York, NY 10001
(Name and Address of Agent For Service)
(212) 244-4307
(Telephone Number, Including Area Code, of Agent For Service)
With copies
to:
Dan Clivner
Simpson Thacher & Bartlett LLP
1999 Avenue of the Stars
Los Angeles, California 90067
Telephone: (310) 407-7500
Facsimile: (310) 407-7502
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF
SECURITIES
This Post-Effective Amendment (the Amendment) relates to the following Registration Statement on
Form S-8 (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim): Registration Statement 333-109788 registering 9,220,475 shares of common stock, $0.01 par value per share
(the Common Stock), of Alloy, Inc. (the Company) for the Companys Alloy, Inc. Amended and Restated 1997 Employee, Director and Consultant Stock Option and Stock Incentive Plan, dELiA*s Inc. Amended and Restated 1996
Stock Incentive Plan, dELiA*s Inc. 1998 Stock Incentive Plan and iTurf Inc. 1999 Amended and Restated Stock Incentive Plan (the Registration Statement).
On November 9, 2010, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of June 23, 2010, by and among Alloy Media Holdings, L.L.C. (Parent),
Lexington Merger Sub Inc. (Merger Sub) and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Parent. As a result of the merger, each share of Common Stock (other than those
shares held by Parent or any of its subsidiaries, which were cancelled as a result of the merger, and shares with respect to which appraisal rights were properly exercised and not withdrawn or lost) was converted into the right to receive $9.80 in
cash, without interest and less any applicable withholding tax.
As a result of the merger, the Company has terminated any
offering of the Companys securities pursuant to any registration statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the
securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if
any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on this 9
th
day of November, 2010.
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ALLOY, INC.
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By:
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S
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ATTHEW
C.
D
IAMOND
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Name:
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Matthew C. Diamond
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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S
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ATTHEW
C.
D
IAMOND
Matthew C. Diamond
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Chief Executive Officer and Director
(Principal Executive Officer)
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November 9, 2010
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S
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OSEPH
D.
F
REHE
Joseph D. Frehe
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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November 9, 2010
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[Signature
Page to S-8 POS Registration No. 333-109788]
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Signature
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Title
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Date
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S
/ J
AMES
K.
J
OHNSON
James K. Johnson
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Director and Chief Operating Officer
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November 9, 2010
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S
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TRAUSS
Z
ELNICK
Strauss Zelnick
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Director
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November 9, 2010
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S
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NDREW
V
OGEL
Andrew Vogel
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Director
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November 9, 2010
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S
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ORDAN
T
URKEWITZ
Jordan Turkewitz
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Director
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November 9, 2010
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S
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ERALDINE
L
AYBOURNE
Geraldine Laybourne
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Director
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November 9, 2010
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S
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ILLIAM
J
EMAS
William Jemas
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Director
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November 9, 2010
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S
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RIAN
G
ILDEA
Brian Gildea
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Director
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November 9, 2010
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ATYAN
M
ALHOTRA
Satyan Malhotra
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Director
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November 9, 2010
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[Signature
Page to S-8 POS Registration No. 333-109788]
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