NEW YORK, Oct 17, 2005 (BUSINESS WIRE) -- Alloy, Inc. (Nasdaq: ALOY), a media, marketing services,
direct marketing and retail company primarily targeting the Generation
Y population, today announced that its board of directors has
authorized the Company to seek stockholder approval for a reverse
stock split. The reverse split is contingent on the spinoff of Alloy's
dELiA*s, Inc. merchandising and retail business. While the board
currently contemplates effecting a reverse split at a one for four
ratio, i.e., every four shares of Alloy, Inc. common stock will be
combined into one share of Alloy, Inc. common stock, stockholder
approval is being sought to effect a reverse stock split at a one for
two, one for three or one for four ratio, giving the board the
flexibility to determine the ultimate split ratio that is in the best
interests of the Company and its stockholders. Alloy does not intend
to issue any fractional shares in connection with the reverse stock
split and stockholders holding fractional shares will be entitled to a
cash payment equal to the fraction to which such stockholders would
otherwise be entitled multiplied by the closing price of the Alloy,
Inc. common stock on the last trading day before the reverse split
effective date.
Assuming stockholder approval for the reverse stock split is
obtained, it is currently anticipated that the reverse stock split
would be implemented shortly after the dELiA*s, Inc. spinoff is
completed. However, even in the event that stockholder approval of the
reverse stock split is obtained and the Alloy board authorizes
effecting the spinoff, the reverse split will be implemented only at
such time the board determines in its discretion that such reverse
split is in the best interests of Alloy and its stockholders.
The intended primary purposes of the reverse stock split are to
counteract any decrease in our stock price resulting from the spinoff
and to increase our common stock price to a level more appealing for
investors. The reverse stock split will not affect the number of
Alloy, Inc.'s authorized common or preferred shares.
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 in the
United States between the ages of 10 and 24. Through Alloy Media +
Marketing, Alloy, Inc.'s media and marketing services unit, marketers
can connect with the Generation Y audience through a host of
advertising and marketing programs incorporating Alloy, Inc.'s media
and marketing assets such as direct mail catalogs, college and high
school newspaper representation relationships, websites, school-based
media boards, college guides, and sponsored on- and off-campus events.
For further information regarding Alloy, Inc. please visit our website
(www.alloyinc.com) and click on "Investor Relations".
About dELiA*s, Inc.
dELiA*s, Inc. is a direct marketing and retail company comprised
of three lifestyle brands primarily targeting consumers between the
ages of 12 and 19, a demographic that is among the fastest growing in
the United States. Its brands - dELiA*s, Alloy and CCS - were formerly
part of Alloy, Inc.'s Alloy Merchandising Group and 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.
Note to Stockholders
This information is not a substitute for the proxy statement that
Alloy will file with the Securities and Exchange Commission (SEC) with
respect to the special meeting to authorize the reverse stock split.
Investors are urged to read that document when it becomes available
because it will contain important information. The proxy statement and
other documents filed by Alloy with the SEC will be available free of
charge at the SEC's website (www.sec.gov) and from Alloy at its
corporate website (www.alloyinc.com).
Alloy, Inc., its directors and certain of its executive officers
may be considered participants in the solicitation of proxies in
connection with the reverse stock split. Information concerning
Alloy's directors and executive officers can be found in the documents
filed by Alloy with the SEC. All holders of Alloy common stock,
including directors and executive officers of the Company, will
receive equal treatment in the reverse stock split. Additional
information regarding the participants in the solicitation will be
contained in the proxy statement.
This document includes certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
that are based on our current beliefs and expectations about the
reverse stock split. The proposed reverse stock split is subject to a
number of uncertainties, conditions and approvals, including, without
limitation, the above described stockholder approval of such action,
and the completion of the proposed spinoff of dELiA*s, Inc. There can
be no assurance that the reverse stock split will be completed as
described, or if it is completed, that it will have the intended
effects.
SOURCE: Alloy, Inc.
Alloy, Inc.
James K. Johnson, 212-244-4307