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):
June
2, 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 Definitive Material Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
2, 2006, Iconix
Brand Group, Inc., a Delaware corporation (the “Company”), UCC Consulting Corp.,
a New York corporation (“UCC Consulting”), Robert D’Loren Realty LLC d/b/a
Content Holdings, a New York limited liability company (“Content Holdings”),
Robert D’Loren and James Haran agreed to terminate the existing exclusive
financial advisory agreement between the Company and UCC Consulting dated June
7, 2005, and effect a new non-exclusive arrangement for advisory services
rendered by UCC Consulting in connection with the Company’s previously announced
agreement to acquire Mossimo, Inc. (the “Mossimo Acquisition”) (the
“Agreement”). In connection with the financing of the Mossimo Acquisition, the
Company has received a commitment from Merrill Lynch Mortgage Capital,
Inc. to finance the cash portion of the Mossimo Acquisition.
The
Agreement provides for the Company to pay to UCC Consulting, upon the closing
of
the Mossimo Acquisition, a one-time $2.5 million fee (the “UCC Fee”) and to
issue to its designees ten-year non-transferable warrants to purchase an
aggregate of 250,000 shares of the Company’s common stock, $.001 par value, at a
price of $15.93 per share (the “UCC Warrants”) in consideration of the advisory
services rendered by UCC Consulting in connection with the Mossimo Acquisition.
The Company may defer payment of up to $500,000 of the UCC Fee through the
issuance of a promissory note, which would mature and become payable, together
with interest accruing at the rate of 6% per annum, on October 31, 2006. The
UCC
Warrants, which were issued pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933 (the “Act”) on June 2, 2006, contain
certain registration rights and will vest upon the consummation of the Mossimo
Acquisition.
On
June
2, 2006, the Company also agreed to purchase all of the rights, title and
interest of such parties relating to a 5% interest in the Badgley Mischka
trademark (the “Rights”) under the Letter Agreement dated October 29, 2004
between the Company and UCC Funding Corporation, a New York Corporation
(“UCCF”), which was by it terms simultaneously assigned to Content Holdings and
a portion of which was further assigned on May 24, 2005 by Content Holdings
to
Seth Burroughs and Catherine Twist (collectively, the “Letter Agreement”).
Pursuant to the Purchase and Sale Agreement with Content Holdings, Robert
D’Loren, Seth Burroughs and Catherine Twist (the “Purchase Agreement”), the
Company purchased the Rights under the Letter Agreement for $1.5 million, of
which $750,000 was paid in cash upon execution of the Purchase Agreement and
the
remaining $750,000 was evidenced by the Company’s issuance of promissory notes,
which accrue interest at the rate of 6% per annum and mature and become payable
on October 31, 2006.
On
June
8, 2006, the Company and Mr. William Sweedler (“Sweedler”) entered into an
agreement (the “Sweedler Agreement”), which provides for the termination of the
Employment Agreement between the Company and Sweedler dated July 22, 2005,
the
resignation of Sweedler as Executive Vice President of the Company, President
of
its Joe Boxer Division and a member of the Company’s Board of Directors, and the
termination of the approximately 1,200,000 unvested options previously issued
to
Sweedler in connection with the Employment Agreement. Under the Sweedler
Agreement, Sweedler will be employed on a part-time basis to assist the Company
during a transition period of between 30 and 120 days, after which the Company
will enter into a consulting agreement with Sweedler whereby he will perform
services for the Company with respect to finding, negotiating or otherwise
advising the Company regarding potential acquisition opportunities (excluding
the Mossimo Acquisition) (the “Consulting Agreement”). Under the Consulting
Agreement, the Company will issue to Sweedler ten-year warrants, with certain
registration rights, to purchase 400,000 shares of the Company’s common stock at
an exercise price of $8.81 per share (the “Sweedler Warrants”), vesting at the
rate of one-third, one-third, one-third upon the closing of each of the first
three Qualified Company Acquisitions (as defined in the Consulting Agreement)
and pay him a fee of approximately $333,333 upon the closing of each of such
Qualified Company Acquisitions. The Sweedler Warrants will be issued pursuant
to
an exemption from registration under Section 4(2) of the Act.
The
description of the Agreement, the UCC Warrants, the Purchase Agreement and
the
Sweedler Agreement in this report do not purport to be complete and are
qualified in their entirety by reference to the full text of such documents,
which are filed as Exhibits to this report and incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
of Exhibit
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10.1
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Agreement
dated June 2, 2006 among the Company, UCC Consulting, Content Holdings,
James Haran and Robert D’Loren.
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10.2
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Purchase
and Sale Agreement dated June 2, 2006 by and among the Company, Content
Holdings, Robert D’Loren, Seth Burroughs and Catherine
Twist.
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10.3
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Stock
Purchase Warrant dated June 2, 2006 issued to Content
Holdings.
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10.4
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Stock
Purchase Warrant dated June 2, 2006 issued to James
Haran.
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10.5
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Agreement
dated June 8, 2006, between the Company and William
Sweedler.
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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 thereunto
duly authorized.
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ICONIX
BRAND GROUP, INC.
(Registrant)
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By: |
/s/ Neil
Cole |
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Neil
Cole |
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Chief
Executive Officer |
Date:
June 8, 2006