Unassociated Document
 
United States
Securities and Exchange Commission
Washington, D.C. 20549


FORM 10-Q/A
(Amendment No. 1)


x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2011

OR

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From________ to________.

Commission file number 0-10593

ICONIX BRAND GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
11-2481903
(State or other jurisdiction of  incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
1450 Broadway, New York, NY
  
10018
(Address of principal executive offices)
  
(Zip Code)

(212) 730-0030
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer x
Accelerated filer ¨
   
Non - accelerated filer  ¨
(Do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes  ¨ No  x

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date.

Common Stock, $.001 Par Value – 73,276,989 shares as of August 22, 2011.

 
 
 
 Explanatory Note

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for Iconix Brand Group, Inc. (the "Company") for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 9, 2011 (the "Form 10-Q"), is to furnish Exhibit 101 to the Form 10-Q within the 30-day grace period ascribed by Rule 405(a)(2) of Regulation S-T, applicable for the first quarterly period in which detailed footnote tagging is required.

This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
 
 
 
 
 
Item 6. Exhibits
 
EXHIBIT NO.
  
DESCRIPTION OF EXHIBIT
     
Exhibit 10.1
  
Amendment to Employment Agreement by and between Iconix Brand Group, Inc. and Neil Cole dated June 17, 2011*(1)  (2)
 
Exhibit 10.2
  
Restricted Stock Agreement dated June 17, 2011 between the Company and Neil Cole*(2)
     
Exhibit 10.3
  
Restricted Stock Performance Unit Agreement dated June 17, 2011 between the Company and Neil Cole*(2)
     
Exhibit 31.1
  
Certification of Chief Executive Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002 (2)
     
Exhibit 31.2
  
Certification of Chief Financial Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002 (2)
     
Exhibit 32.1
  
Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002 (2)
     
Exhibit 32.2
  
Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002 (2)
     
Exhibit 101.INS
  
XBRL Instance Document**
     
Exhibit 101.SCH
  
XBRL Schema Document**
     
Exhibit 101.CAL
  
XBRL Calculation Linkbase Document**
     
Exhibit 101.DEF
  
XBRL Definition Linkbase Document**
     
Exhibit 101.LAB
  
XBRL Label Linkbase Document**
     
Exhibit 101.PRE
  
XBRL Presentation Linkbase Document**

*
  
Denotes management compensation plan or arrangement.
     
**
  
Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
     
(1)
  
Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated June 17, 2011
     
(2)
  
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011.

 
 
 

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.
 
 
Iconix Brand Group, Inc.
 
(Registrant)
   
Date: August 29, 2011
/s/ Neil Cole
 
Neil Cole
 
Chairman of the Board, President
 
and Chief Executive Officer
 
(on Behalf of the Registrant)

Date: August 29, 2011
/s/ Warren Clamen
 
Warren Clamen
 
Executive Vice President
 
and Chief Financial Officer