IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JANE SEMERARO, individually and on behalf of x
all others similarly situated, : Civil Action NO. 1 82 58 fi c*
Plaintiff,
-against- : CLASS ACTION COMPLAINT.,
T-J'
STEPHEN 1. KAHN, BETH VANDERSLICE, ; :,
THOMAS R. EVANS, DOUGLASS PLATT, . .,,
:
TIMOTHY II. NYE, BRUCE NELSON,
CHRISTOPHER C. EDGAR, EVAN GUILLEMIN, i :
ITURF, INC., and DELIA'S INC. ::
Defendants.
Plaintiff, by and through her 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 herself and all other
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 1100 shares of iTurf
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
Corporation ("dELiA's") and iTurf, and is also the President of iTurf. Kahn individually
owns approximately 6,296,470 shares, or 41% of dELiA's common stock. Through defendant
dELiA's, Kahn beneficially controls 100% of iTurf s Class B common shares, which represent
SNIPPETS:
Plaintiff, by and through her attorneys, alleges the following upon information and
stockholders of iTurf, Inc. who are similarly situated, to enjoin
defendants' efforts to enrich themselves at the expense of the Company's minority
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
Edgar has also served as the Executive Vice President,
Board since 1999, and currently oversees marketing, merchandising and inventory
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
(4 The Class is so numerous that joinder of all members is impracticable.
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
The exchange ratio 1.715 shares of iTurf Class A common stock for each share
of dELiA's common stock is unfair to iTurf s public shareholders because,
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
and the individual defendants to benefit themselves at the expense of the other iTurf minority
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