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IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DAVID ENGEL, individually and on behalf of all x
others similarly situated, : Civil Action No.
Plaintiff,
-against- : CLASS ACTION COMPLAINT,
STEPHEN I. KAHN, BETH VANDERSLICE, i
THOMAS R. EVANS, DOUGLASS PLATT, :
TIMOTHY U. NYE, BRUCE NELSON,
CHRISTOPIIER C. EDGAR, EVAN GUILLEMIN, i
ITURF, INC., and DELIA'S INC.
Defendants.
- - . X
Plaintiff, by and through his attorneys, alleges the following upon information and
belief, except as to paragraph 2 which is alleged upon personal knowledge:
THE PARTIES
1. Plaintiff brings this action as a class action on behalf of himself and all
stockholders of iTurf, Inc. ("iTurf" or the "Company") who are similarly situated, to enjoin
defendants' efforts to enrich themselves at the expense of the Company's minority
shareholders.
2. Plaintiff is and has been at all relevant times the owner of 210 shares of
common stock.
3. Defendant Stephen I. Kahn ("Kahn") is, and was at all relevant times, the
Chairman of the Board of Directors and the Chief Executive Officer of both dELiA's
SNIPPETS:
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
stockholders of iTurf, Inc. who are similarly situated, to enjoin
Chairman of the Board of Directors and the Chief Executive Officer of both dELiA's
and is also the President of iTurf.
Kahn individually
owns approximately 6,296,470 shares, or 41% of dELiA's common stock.
its initial public offering in 1999.
and compensation committees.
Guillemin previously served as Chief Financial
Defendant Christopher C. Edgar has been a director and Vice
Edgar has also served as the Executive Vice President,
One Battery Park Plaza, New York., New York 10004.
athletic goods to consumers between the ages of 13 to 24," offering "proprietary and other
representing approximately 90% of the outstanding voting stock of iTurf
The defendants named in paragraphs 3 through 10 are collectively referred to
with Plaintiff and the other public stockholders of iTurf and owe to Plaintiff and other
(4 The Class is so numerous that joinder of all members is impracticable.
There are questions of law and fact which are common to the Class,
actions, hereinafter described, constitute a breach of defendants' fiduciary duties;
whether the Class is entitled to injunctive relief or damages as a result of wrongful conduct
While being labeled a merger, both dELiA's and defendant Kahn have admitted
Under the values assumed in Paragraph 19above, the Merger Transaction
result of the proposed Merger, along with his senior Board and executive positions with both
the market reaction to the announcement of the Merger Transaction on
and the individual defendants to benefit themselves at the expense of the other iTurf minority
Unless enjoined by this Court, Defendants will breach their fiduciary duties
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