ALOY Alloy (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(AMENDMENT No. 5)

RULE 13e-3 TRANSACTION STATEMENT

Under Section 13(e) of the Securities Exchange Act of 1934

Alloy, Inc.

(Name of Issuer)

Alloy, Inc.

Alloy Media Holdings, L.L.C.

Lexington Merger Sub Inc.

ZM Capital, L.P.

ZM Capital Management, L.L.C.

ZM Capital Partners, L.L.C.

Matthew C. Diamond

James K. Johnson, Jr.

Les Morgenstein

(Names of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

19855303

(CUSIP Number of Class of Securities)

Matthew C. Diamond

Chief Executive Officer

Alloy, Inc.

151 West 26 ^th Street, 11 ^th Floor

New York, NY 10001

(212) 244-4307

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on

Behalf of Person(s) Filing Statement)

With Copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   ¨

Check the following box if the filing is a final amendment reporting the results of the transaction:   x

CALCULATION OF FILING FEE

Amount Previously Paid: $9,255

Form or Registration No.: Schedule 14A

Filing Party: Alloy, Inc.

Date Filed: July 21, 2010

INTRODUCTION

This Amendment No. 5 (the “Final Amendment”) to Rule 13E-3 Transaction Statement, together with the exhibits hereto (the “Transaction Statement”), is being filed with the Securities and Exchange Commission (“SEC”) by (a) Alloy, Inc., a Delaware corporation (“Alloy” or the “Company”), the issuer of the Company’s common stock that is subject to the Rule 13e-3 transaction, (b) Alloy Media Holdings, L.L.C., a Delaware limited liability company (“Parent”), (c) Lexington Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Parent, (d) ZM Capital, L.P., a Delaware limited partnership, (e) ZM Capital Management, L.L.C., a Delaware limited liability company, (f) ZM Capital Partners, L.L.C., a Delaware limited liability company, (g) Matthew C. Diamond, an individual and chief executive officer and chairman of Alloy, (h) James K. Johnson, Jr., an individual and president and chief operating officer and a director of Alloy, and (i) Les Morgenstein, an individual and president of Alloy Entertainment, a subsidiary of Alloy.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

Item 15(b) is hereby amended and supplemented as follows:

On November 8, 2010, at a special meeting of the Company’s stockholders, the Company’s stockholders voted to adopt the Agreement and Plan of Merger, dated as of June 23, 2010, by and among the Company, Parent and Merger Sub (the “Merger Agreement”), as contemplated by the Merger Agreement.

On November 9, 2010, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). As a result of the Merger, the Company became a wholly-owned subsidiary of Parent.

At the effective time and as a result of the Merger, each outstanding share of Alloy common stock, other than shares owned by Alloy, Parent or Merger Sub and other than those shares with respect to which appraisal rights were properly exercised and not withdrawn, were converted into the right to receive $9.80, in cash, without interest. Each option to purchase Alloy common stock outstanding immediately prior to the effective time of the Merger became fully vested and exercisable immediately prior to the effective time of the Merger, and the holder was entitled to receive the difference (if positive) between the merger consideration and the exercise price for each share of Alloy common stock subject to such outstanding option. Each restricted share of Alloy common stock outstanding immediately prior to the effective time of the Merger (other than certain cancelled shares, as described in our definitive proxy statement on Schedule 14A, filed with the SEC on October 5, 2010), to the extent not vested, vested as of the effective time of the Merger, and the holder was be entitled to receive the merger consideration.

As a result of the Merger, the Company’s common stock will cease to trade on the Nasdaq Global Market and became eligible for delisting from the Nasdaq Global Market and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company will file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission in order to deregister its common stock under the Exchange Act.

1

2

3

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2010

[signature page to Schedule 13E-3]

Exhibit Index

Alloy (MM) (NASDAQ:ALOY)
Historical Stock Chart
From Oct 2024 to Nov 2024

Alloy (MM) (NASDAQ:ALOY)
Historical Stock Chart
From Nov 2023 to Nov 2024