UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of The
Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
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October
26, 2009
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ICONIX
BRAND GROUP, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-10593
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11-2481093
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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1450
Broadway, New York, New York
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (212)
730-0030
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On
October 26, 2009, Iconix Brand Group, Inc., a Delaware corporation (“Iconix”),
entered into a Contribution and Sale Agreement (the “Purchase Agreement”) by and
among IP Holder LLC (the “JV”) (now known as IP Holdings Unltd LLC), a Delaware
limited liability company, Seth Gerszberg (“SG”), Suchman LLC (“Suchman”), a New
Jersey limited liability company, wholly-owned by SG, Yakira, L.L.C., a New
Jersey limited liability company (“Yakira”), Ecko.Complex, LLC (“Ecko.Complex”),
a New Jersey limited liability company, Zoo York LLC, a New Jersey
limited liability company (“ZY”), and Zoo York THC LLC, a New Jersey limited
liability company (“ZY THC” and, together with Yakira, Ecko.Complex and ZY, the
“Ecko Companies”).
Upon the
closing of the transactions contemplated by the Purchase Agreement, the JV will
acquire certain of the names, brands, trademarks and intellectual property
related to the Marc Ecko and the Zoo York brands and other associated brands
worldwide (the “Ecko Assets”).
The
Purchase Agreement provides for (i) Iconix to contribute $63,500,000 in cash to
the JV in exchange for a 51% membership interest in the JV and (ii) the
assumption of certain liabilities by the JV.
Upon the
closing of the transactions contemplated by the Purchase Agreement, the Ecko
Companies will sell and/or contribute all of their right, title and interest in
the Ecko Assets to the JV in exchange for (i) $63,500,000, (ii) the issuance of
a non-negotiable promissory note in the principal amount of $90,000,000 by the
JV to LF Centennial Limited and (iii) a 49% membership interest in the
JV. In addition, the Purchase Agreement provides for the JV to enter
into (i) a license agreement with an affiliate of SG and Suchman, 3TAC, LLC (the
“Core License Agreement”) and (ii) a royalty agreement with Marc Ecko effective
upon the closing of the transactions contemplated by the Purchase Agreement
pursuant to which Marc Ecko will receive 0.5% of net sales of Ecko products
under the Core License Agreement and 5% of net revenues (as defined in the
royalty agreement).
Upon the
closing of the transactions contemplated by the Purchase Agreement, Icon JV
Holdings LLC, a wholly-owned subsidiary of Iconix, and Suchman will enter into a
joint venture operating agreement in respect of the JV. Icon JV
Holdings LLC will be responsible for day to day management of the JV and Suchman
will be the license manager of the JV. The JV will be managed by a
managing board of five people, three appointed by Iconix and two by
SG. Certain material non-ordinary course decisions relating to the JV
will require an 80% vote of the managing board. Iconix will control
ordinary course decisions of the JV as a 51% member, as the administrative
member and/or through certain decisions that are to be made only by Iconix
pursuant to the JV operating agreement.
The
Purchase Agreement contains customary representations, warranties and covenants,
and the transactions contemplated by the Purchase Agreement are subject to
customary closing conditions including Suchman and other of its affiliates
obtaining financing. Early termination of the mandatory waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, has been granted with respect to the transactions contemplated by the
Purchase Agreement. Iconix, on the one hand, and SG and the Ecko
Companies, on the other hand, have each agreed, subject to certain limitations,
to indemnify the other for damages arising for the breach of their respective
representations, warranties, covenants or obligations in the Purchase
Agreement.
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Item
2.02
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Results
of Operations and Financial Condition. and
Exhibits.
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On
October 27, 2009, Iconix issued a press release announcing its financial results
for the fiscal quarter and nine months ended September 30, 2009. As
noted in the press release, Iconix has provided certain non-U.S. generally
accepted accounting principles (“GAAP”) financial measures, the reasons it
provides such measures and a reconciliation of the non-U.S. GAAP measures to
U.S. GAAP measures. Readers should consider non-GAAP measures in addition to,
and not as a substitute for, measures of financial performance prepared in
accordance with U.S. GAAP. A copy of Iconix’ press release is attached hereto as
Exhibit 99.1 and the information contained therein insofar as it discloses
historical information regarding the Company’s results of operations or
financial condition for the fiscal quarter and nine months ended September 30,
2009 is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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99.1
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Press
Release dated October 27, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ICONIX
BRAND GROUP, INC.
(Registrant)
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By:
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/s/
Warren Clamen
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Name:
Warren Clamen
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Title: Executive
Vice President and Chief Financial Officer
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Date:
October 30, 2009