EX-99.1
2
y07828exv99w1.txt
EX-99.1: PRESS RELEASE



                                  EXHIBIT 99.1

                                 Contacts: James K. Johnson
                                           Chief Financial Officer
                                           Alloy, Inc.
                                           212/244-4307

For immediate release:

   ALLOY ANNOUNCES AGREEMENT WITH LARGEST SHAREHOLDER TO BACKSTOP CONTEMPLATED
         SHAREHOLDER RIGHTS OFFERING OF MERCHANDISE BUSINESS SUBSIDIARY

      New York, NY - April 14, 2005 - Alloy, Inc. (Nasdaq:ALOY), a media,
marketing services, direct marketing and retail company primarily targeting the
dynamic Generation Y population, today reported that it has entered into a
letter agreement with its largest shareholder, MLF Investments, LLC ("MLF" or
"MLF Investments), which is controlled by Matthew L. Feshbach, one of Alloy's
directors, whereby MLF has agreed to backstop a contemplated $20 million rights
offering of shares at an exercise price that would be equivalent to a $175
million pre-money valuation (the "Exercise Price") of a yet to be named entity
that Alloy would create and to which it would contribute its merchandise
business ("NewCo") if Alloy's board of directors (the "Board") determines to
proceed with a contemplated spin-off or other full or partial separation
transaction of that business (the "Separation Transaction"). Among the options
for financing the merchandise business currently under consideration by Alloy's
Board is a rights offering under which all persons who hold shares of Alloy's
common stock as of a yet to be determined record date would receive at no cost
rights to purchase shares of NewCo common stock. No decision has yet been made
by the Board to proceed with either the Separation Transaction or the rights
offering, and no determination has yet been made about possible distribution
ratios for the potential Separation Transaction or subscription ratios for the
possible rights offering.

      Under the terms of the letter agreement with MLF Investments, if Alloy
does proceed with such a rights offering, MLF has agreed to backstop a $20
million rights offering by agreeing to purchase all of the shares of NewCo
common stock underlying any unexercised rights. Alloy has agreed in the letter
agreement that if the rights offering is effected, there will be no rights of
oversubscription offered to any of Alloy's stockholders other than those
provided to MLF Investments pursuant to the letter agreement. If the Board
approves the Separation Transaction, MLF Investments will be paid a
non-refundable commitment fee of $50,000. Additionally, if the rights offering
is initiated, MLF Investments shall be entitled to receive, as a non-refundable
fee, ten-year warrants to purchase a number of shares of NewCo equal to 8%
multiplied by the number of shares of NewCo common stock issuable pursuant to
the rights offering at the Exercise Price. The letter agreement may be
terminated by Alloy at any time prior to execution of the definitive agreements
relating to



the rights offering, and will terminate automatically if the Separation
Transaction, if authorized by the Board, is not completed on or before December
31, 2005.

      If Alloy determines to proceed with the rights offering, a registration
statement relating to the underlying securities will be filed with the
Securities and Exchange Commission. These securities may not be sold, nor may
offers to buy be accepted, prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to their registration or qualification under the securities laws of any such
state.

About Alloy

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. Alloy's convergent media model uses a wide range of media assets to reach
more than 25 million Generation Y consumers each month and is comprised of two
distinct divisions: Alloy Media + Marketing and Alloy Merchandising Group. Alloy
Media + Marketing is one of the largest providers of targeted media and
promotional marketing programs incorporating such industry recognized divisions
as Alloy Marketing & Promotions (AMP), 360 Youth, American Multicultural
Marketing (AMM), Market Place Media (MPM), Alloy Education, Alloy Entertainment,
and Alloy Out-of-Home. Working with these groups, marketers can connect with
their targeted audience through a host of advertising and marketing programs
incorporating Alloy's wide ranging media and marketing assets such as direct
mail catalogs, college and high school newspapers, Web sites, display media
boards, college guides, and promotional events. Alloy Merchandising Group, our
direct marketing and retail store division, includes the dELiA*s, Alloy, CCS and
Dan's Competition brand names and sells apparel, accessories, footwear, room
furnishings and action sports equipment directly to the youth market through
catalogs, websites and retail stores. For further information regarding Alloy,
please visit our corporate website at (www.alloyinc.com).

This announcement may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding our expectations and
beliefs regarding our future results or performance. Because these statements
apply to future events, they are subject to risks and uncertainties. When used
in this announcement, the words "anticipate", "believe", "estimate", "expect",
"expectation", "project" and "intend" and similar expressions are intended to
identify such forward-looking statements. Our actual results could differ
materially from those projected in the forward-looking statements. Additionally,
you should not consider past results to be an indication of our future
performance. Factors that might cause or contribute to such differences include,
among others, our ability to: increase revenues; generate high margin
sponsorship and multiple revenue streams; increase visitors to our Web sites
(www.alloy.com, www.ccs.com,



www.delias.com and www.danscomp.com) and build customer loyalty; develop our
sales and marketing teams and capitalize on these efforts; develop commercial
relationships with advertisers and the continued resilience in advertising
spending to reach the teen market; manage the risks and challenges associated
with integrating newly acquired businesses; and identify and take advantage of
strategic, synergistic acquisitions and other revenue opportunities. Other
relevant factors include, without limitation: our competition; seasonal sales
fluctuations; the uncertain economic and political climate in the United States
and throughout the rest of the world, the potential that such climate may
deteriorate further and general economic conditions. For a discussion of certain
of the foregoing factors and other risk factors see the "Risk Factors That May
Affect Future Results" section included in our annual report on Form 10-K for
the year ended January 31, 2004, which is on file with the Securities and
Exchange Commission. We do not intend to update any of the forward-looking
statements after the date of this announcement to conform these statements to
actual results, to changes in management's expectations or otherwise, except as
may be required by law.




The following information was filed by Alloy Inc on Thursday, April 14, 2005 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

View differences made from one year to another to evaluate Alloy Inc's financial trajectory

Compare SEC Filings Year-over-Year (YoY) and Quarter-over-Quarter (QoQ)
Sample 10-K Year-over-Year (YoY) Comparison

Compare this 10-K Annual Report to its predecessor by reading our highlights to see what text and tables were  removed  ,   added    and   changed   by Alloy Inc.

Continue

Never Miss A New SEC Filing Again


Real-Time SEC Filing Notifications
Screenshot taken from Gmail for a new 10-K Annual Report
Last10K.com Member Feature

Receive an e-mail as soon as a company files an Annual Report, Quarterly Report or has new 8-K corporate news.

Continue

We Highlighted This SEC Filing For You


SEC Filing Sentiment Analysis - Bullish, Bearish, Neutral
Screenshot taken from Wynn's 2018 10-K Annual Report
Last10K.com Member Feature

Read positive and negative remarks made by management in their entirety without having to find them in a 10-K/Q.

Continue

Widen Your SEC Filing Reading Experience


Increased Reading Area for SEC Filings
Screenshot taken from Adobe Inc.'s 10-Q Quarterly Report
Last10K.com Member Feature

Remove data columns and navigations in order to see much more filing content and tables in one view

Continue

Uncover Actionable Information Inside SEC Filings


SEC Filing Disclosures
Screenshot taken from Lumber Liquidators 10-K Annual Report
Last10K.com Member Feature

Read both hidden opportunities and early signs of potential problems without having to find them in a 10-K/Q

Continue

Adobe PDF, Microsoft Word and Excel Downloads


Download Annual and Quarterly Reports as PDF, Word and Excel Documents
Screenshots of actual 10-K and 10-Q SEC Filings in PDF, Word and Excel formats
Last10K.com Member Feature

Export Annual and Quarterly Reports to Adobe PDF, Microsoft Word and Excel for offline viewing, annotations and analysis

Continue

FREE Financial Statements


Download Annual and Quarterly Reports as PDF, Word and Excel Documents
Screenshot of actual balance sheet from company 10-K Annual Report
Last10K.com Member Feature

Get one-click access to balance sheets, income, operations and cash flow statements without having to find them in Annual and Quarterly Reports

Continue for FREE

Intrinsic Value Calculator


Intrinsic Value Calculator
Screenshot of intrinsic value for AT&T (2019)
Last10K.com Member Feature

Our Intrinsic Value calculator estimates what an entire company is worth using up to 10 years of financial ratios to determine if a stock is overvalued or not

Continue

Financial Stability Report


Financial Stability Report
Screenshot of financial stability report for Coco-Cola (2019)
Last10K.com Member Feature

Our Financial Stability reports uses up to 10 years of financial ratios to determine the health of a company's EPS, Dividends, Book Value, Return on Equity, Current Ratio and Debt-to-Equity

Continue

Get a Better Picture of a Company's Performance


Financial Ratios
Available Financial Ratios
Last10K.com Member Feature

See how over 70 Growth, Profitability and Financial Ratios perform over 10 Years

Continue

Log in with your credentials

or    

Forgot your details?

Create Account