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): August
28, 2006
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, NY
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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
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
Item
2.01 Completion of Acquisition or Disposition of Assets
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant
Item
3.02 Unregistered Sales of Equity Securities
On
August
28, 2006 (the “Closing Date”), Iconix Brand Group, Inc., (“Registrant”)
completed the acquisition of the London Fog trademarks and certain related
intellectual property assets (the “Assets”) from London Fog Group Inc. (“LFG”)
for $30.5 million in cash and 482,423 shares of the Registrant’s common stock
(the “Shares”). In addition, if the market value of the stock portion of the
purchase price is less than $7.0 million on the date the Registration Statement
(defined below) has been declared effective by the Securities and Exchange
Commission, the Registrant will be required to issue such number of additional
shares of the Registrant’s common stock as makes the total stock portion of the
purchase price equal in value to $7.0 million as of such date.
The
financing for this acquisition was accomplished through the private placement
on
August 28, 2006 by the Registrant’s subsidiary, IP Holdings LLC, of its
asset-backed notes, secured by the intellectual property assets owned by IP
Holdings (including the acquired Assets), together with approximately $3.1
million of the Registrant’s funds. The issuance of the asset-backed notes raised
$29 million in new financing for IP Holdings (before giving effect to the
payment of expenses related to their issuance and required deposits to reserve
accounts), and approximately $130.9 million principal amount of the asset-backed
notes were exchanged for all of the outstanding asset-backed notes previously
issued by IP Holdings.
The
$29
million principal amount of asset-backed notes representing the new financing
portion of the private
placement were used as follows: $27.5 million was paid to the seller of the
Assets, approximately $112,500 was used to pay costs associated with the
issuance of such notes and $1.35 million was deposited in a liquidity reserve
account as required by the holder of the asset-backed notes.
Of
the
$159.9 principal amount of IP Holdings’ asset-backed notes outstanding
immediately following the acquisition of the Assets, $56.7 million principal
amount has a term of six years and bears interest at 8.45% per annum, $25.2
million principal amount has a term of six years and bears interest at 8.12%
per
annum and $78.0 million principal amount has a term of six and a half years
and
bears interest at 8.99% per annum.
The
Registrant has agreed to file a registration statement (the “Registration
Statement”) covering the resale of the Shares and will be required to pay
certain penalties if the Registration Statement is not declared effective by
the
Securities and Exchange Commission within 60 days after the Closing
Date.
The
Shares were issued without registration under the Securities Act of 1933, as
amended (the “Act”), in reliance upon the exemptions from registration provided
under 4(2) of the Act. The issuance of the Shares did not involve any public
offering; the Registrant made no solicitation in connection with the issuance
of
the Shares other than communications with the Seller and its designees; the
Registrant has obtained representations from the recipient of the Shares
regarding their investment intent, experience and sophistication; the recipients
of the Shares had access to adequate information about the Registrant in order
to make informed investment decisions and the certificates representing the
Shares were issued with restricted securities legends.
In
consideration for the purchase of the Assets by IP Holdings from the Registrant,
IP Holdings paid to the Registrant $29 million and issued it limited liability
interests in IP Holdings. IP Holdings’ asset-backed notes are secured by the
Assets, as well as by other intellectual property assets owned by IP Holdings.
The asset-backed notes were issued pursuant to a Fifth Amended and Restated
Indenture between IP Holdings and Wilmington Trust Company, as trustee, and
were
purchased by Mica Funding, LLC pursuant to a Note Purchase Agreement among
the
Registrant, IP Holdings and Mica Funding, LLC. The payment of the principal
of
and interest on the asset-backed notes will be made from amounts received by
IP
Holdings under license agreements with various licensees of the Assets and
IP
Holdings’ other intellectual property assets. The Registrant is not obligated,
and the Registrant’s assets are not available, to pay any amounts with respect
to the asset-backed notes if amounts received under such license agreements
are
insufficient to make such payments. IP Holdings’ assets are not available to pay
any obligations of the Registrant.
The
foregoing descriptions are qualified in their entirety by reference to the
full text of the Asset Purchase Agreement, the Indenture, the Stock Issuance
and
Registration Rights Agreement and the Note Purchase Agreement, which are
filed with this Report as Exhibit 2.1, Exhibit 4.1, Exhibit 10.1 and
Exhibit 99.1, respectively and are incorporated herein by reference. The
Asset Purchase Agreement, the Indenture, the Stock Issuance and Registration Rights
Agreement and the Note Purchase Agreement have been so filed to provide
investors with information regarding their respective terms and are not intended
to provide any other factual information about the Registrant or LFG. The
Asset Purchase Agreement, the Indenture, the Stock Issuance and Registration Rights
Agreement and the Note Purchase Agreement each contain representations and
warranties the parties thereto made to and solely for the benefit of the other
parties thereto. Accordingly, investors and security holders should not rely
on
the representations and warranties as characterizations of the actual state
of
facts, since they were only made as of the date of such agreements. In addition,
the Asset Purchase Agreement is modified by the underlying disclosure schedules.
Moreover, information concerning the subject matter of the representations
and
warranties may change after the date of such agreements, which subsequent
information may or may not be fully reflected in the Registrant’s public
disclosures.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit
2.1*
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Asset
Purchase Agreement, dated as of August 21, 2006, between the Registrant
and London Fog Group, Inc.
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Exhibit
4.1*
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Fifth
Amended and Restated Indenture dated as of August 28, 2006 by and
between
IP Holdings LLC, as issuer, and Wilmington Trust Company as
Trustee.
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Exhibit
10.1
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Stock
Issuance and Registration Rights Agreement dated as of August 28,
2006, by
and among the Registrant and DDJ Capital Management,
LLC.
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Exhibit
99.1*
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Note
Purchase Agreement by and among IP Holdings LLC, the Registrant,
and Mica
Funding, LLC, dated August 28,
2006.
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*Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Iconix Brand Group, Inc. hereby undertakes to furnish supplementally to the
Securities and Exchange Commission copies of any of the omitted schedules and
exhibits upon request by the Securities and Exchange
Commission.
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 thereunto
duly authorized.
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ICONIX
BRAND GROUP, INC.
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(Registrant)
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By:
/s/ Warren
Clamen
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Warren Clamen
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Chief Financial Officer
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Date:
August 31, 2006