SEC Comment Letter for dELiAs, Inc. (CIK 0001337885) — Dec 7, 2005
dELiAs, Inc. (CIK 0001337885)
Date: Dec. 7, 2005 · CIK: 0001337885 · Accession: 0000000000-05-061161
AI Filing Summary & Sentiment
File numbers found in text: 333-128153
Letter
Mail Stop 3561 December 7, 2005 Robert E. Bernard, Chief Executive Officer dELiA*s, Inc. 435 Hudson Street New York, New York 10014
Re: dELiA*s, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed December 6, 2005 File No. 333-128153
Dear Mr. Bernard:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Exhibit 8.1 1. We note that counsel intends to file a final tax opinion that will be dated as of the date of effectiveness of the registration statement. Please note that you must file the finalized tax opinion before requesting effectiveness of the registration statement to satisfy the requirements of Item 601(b)(8) of Regulation S-K. 2. Please provide us with the letter that Peter J. Solomon Company L.P. will issue and with the representation letter. Please revise the opinion to indicate that counsel will rely on these documents solely with respect to factual matters and not as to matters of law. 3. In the fifth paragraph of the opinion, counsel must indicate that the disclosure in the registration statement is counsel`s opinion rather than confirming that the disclosure "accurately describes" the tax consequences. 4. Please delete the disclaimer in the final paragraph indicating that the tax opinion is solely for the benefit of the board of directors.
* * * * * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Yong Kim, Staff Accountant, at (202) 551- or William Choi, Accounting Branch Chief, at (202) 551-3716, if you have questions regarding comments on the financial statements and related matters. Please contact John Fieldsend, Staff Attorney, at (202) 551-3343, Ellie Quarles, Special Counsel, at (202) 551-3238, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
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Mail Stop 3561
December 7, 2005
Robert E. Bernard, Chief Executive Officer
dELiA*s, Inc.
435 Hudson Street
New York, New York 10014
Re: dELiA*s, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 6, 2005
File No. 333-128153
Dear Mr. Bernard:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Exhibit 8.1
1. We note that counsel intends to file a final tax opinion that
will
be dated as of the date of effectiveness of the registration
statement. Please note that you must file the finalized tax
opinion
before requesting effectiveness of the registration statement to
satisfy the requirements of Item 601(b)(8) of Regulation S-K.
2. Please provide us with the letter that Peter J. Solomon Company
L.P. will issue and with the representation letter. Please revise
the opinion to indicate that counsel will rely on these documents
solely with respect to factual matters and not as to matters of
law.
3. In the fifth paragraph of the opinion, counsel must indicate
that
the disclosure in the registration statement is counsel`s opinion
rather than confirming that the disclosure "accurately describes"
the
tax consequences.
4. Please delete the disclaimer in the final paragraph indicating
that the tax opinion is solely for the benefit of the board of
directors.
* * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Yong Kim, Staff Accountant, at (202) 551-
3323
or William Choi, Accounting Branch Chief, at (202) 551-3716, if
you
have questions regarding comments on the financial statements and
related matters. Please contact John Fieldsend, Staff Attorney,
at
(202) 551-3343, Ellie Quarles, Special Counsel, at (202) 551-3238,
or
me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Richard M. Graf, Esq.
Katten Muchin Rosenman LLP
Via Fax: (202) 339-6058
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Robert E. Bernard, Chief Executive Officer
dELiA*s, Inc.
December 7, 2005
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