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
Date
of
Report (Date of earliest event reported): March
5, 2007
ICONIX
BRAND GROUP, INC.
(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
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(212)
730-0030
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Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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))
Item
1.01 Entry
into a Material Definitive Agreement.
On
March
6, 2007, Iconix Brand Group, Inc., a Delaware corporation (the “Registrant”),
entered into an assets purchase agreement (the “Purchase Agreement”) with
Rocawear
Licensing LLC, a New Jersey limited liability company (the “Seller”), and its
principals Arnold Bize a/k/a Alex Bize, Shawn Carter (“Carter”) and Naum
Chernyavsky a/k/a Norton Cher (collectively, the “Principals”).
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the
Registrant will acquire certain of the Seller’s assets and rights related to the
Seller’s business of licensing and brand managing the Seller’s Rocawear® names,
brands, trademarks, intellectual property and related names worldwide (the
“Rocawear Assets”).
The
Purchase Agreement provides for a purchase price for the Rocawear Assets of
(i)
$204,000,000 in cash and (ii) the contingent right to receive aggregate
additional consideration of up to $35,000,000 pursuant to certain criteria
relating to the achievement of revenue and performance targets involving the
licensing of the Rocawear Assets (the “Earn-Out Consideration”); all or a
portion of the Earn-Out Consideration, if any, shall be paid in shares of common stock
of
the Registrant (the “Shares”). If issued, the Shares will be subject to the
terms and conditions of a registration rights agreement to be executed at
closing providing for the registration of the resale of the Shares (the
“Registration Rights Agreement”). If Shares (the number of which is not yet
determinable and shall be based upon the provisions specified in the Purchase
Agreement) are issued to the Seller, they will be issued without registration
under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
upon the exemption from registration provided under Section 4(2) of the
Securities Act for issuances that do not involve a public offering.
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the Seller
will deliver all of its right, title and interest in the Rocawear Assets to
a
subsidiary of the Registrant, which will enter into a license agreement with
an
affiliate of the Seller.
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the
Registrant shall also enter into (i) an endorsement/services agreement with
Carter pursuant to which Carter will, subject to the provisions thereof, endorse, promote and manage the Rocawear
Assets on behalf of the Registrant and (ii) a joint venture agreement with
Carter pursuant to which a new entity will be formed in order to establish
a new
brand management and licensing company which will identify brands to be acquired
across a broad spectrum of consumer product categories, including the “Shawn
Carter Collection” luxury brand.
The
Purchase Agreement contains customary representations, warranties and covenants,
and
the
transactions contemplated by the Purchase Agreement are subject to customary
closing conditions including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The Registrant and the Principals have
each agreed to indemnify the other for damages arising for the breach of its
representations, warranties, covenants or obligations in the Purchase
Agreement.
On
March
5, 2007, the Registrant, signed a commitment letter (the “Commitment Letter”)
with Lehman Brothers Inc., Lehman Brothers Commercial Bank (“LBCB”) and Lehman
Commercial Paper Inc. (“LCPI”) whereby they agreed to enter into, on the closing
date of the Rocawear transaction, a senior secured term loan facility pursuant
to which LBCB and LCPI would lend to the Registrant an aggregate principal
amount not to exceed $230,000,000. The Commitment Letter, which
obligates LBCB and LCPI to provide the loan facility to the
Registrant, does not obligate the Registrant to enter into the loan
facility.
Item
2.02 Results
of Operations and Financial Condition.
On
March
6, 2007, the Registrant issued a press release announcing its financial results
for the fiscal fourth quarter and year ended December 31, 2006. A copy of the
Registrant’s press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
Exhibit
99.1 referenced below is being furnished pursuant to Item 2.02 and is not to
be
considered “filed” under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and shall not be incorporated by reference into any of the
Registrant’s
previous or future filings under the Securities Act or the Exchange
Act.
(d)
Exhibits.
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Exhibit
99.1
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Press
Release of the Registrant dated March 6, 2007 relating to its fiscal
fourth quarter and year ended December 31, 2006 financial
results.
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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.
ICONIX
BRAND GROUP, INC.
(Registrant)
By: /s/
Neil Cole
Neil
Cole
President
and Chief Executive Officer
Date:
March 9, 2007