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):
February 21, 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, 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.
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On
February 21, 2007, Iconix Brand Group, Inc., a Delaware corporation (the
“Registrant”), entered into an Assets Purchase Agreement (the “Purchase
Agreement”) with Danskin, Inc., a Delaware corporation (“Danskin”), and Danskin
Now, Inc., a Delaware corporation (“Danskin Now” and collectively with Danskin,
the “Sellers”).
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the
Registrant will acquire certain of the Sellers’ assets and rights related to the
Sellers’ business of designing, marketing, licensing and/or managing the
Danskin® brand of marks and intellectual property and related names for use in
connection with a variety of women’s and girl’s apparel worldwide, excluding
Japan (the “Danskin Assets”).
The
Purchase Agreement provides for a purchase price for the Danskin Assets of
(i)
$70,000,000 in cash, (ii) the assumption of certain liabilities of the Sellers
related to the Danskin Assets and (iii) the contingent right to receive
additional consideration of up to $15,000,000 pursuant to certain criteria
relating to the achievement of revenue and performance targets involving the
licensing of the Danskin Assets (“Earn-Out Consideration”); all or a portion of
the Earn-Out Consideration may 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. If Shares (the
number of which is not yet determinable and shall be based upon the average
closing sales prices of the Registrant's common stock during the period
specified in the Purchase Agreement) are issued to the Sellers, they will be
issued without registration under the Securities Act of 1933, as amended
(“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.
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, and Danskin stockholder approval. The
Registrant and the Sellers have each agreed to indemnify the other for damages
arising for the breach of its representations, warranties, covenants or
obligations in the Purchase Agreement.
Upon
the
closing, the Sellers will deliver all of their right, title and interest in
the
Danskin Assets to a subsidiary of the Registrant, which will enter into a
license agreement with Danskin relating to Danskin’s continued operation of its
wholesale business and freestanding retail stores.
A
copy of
the press release announcing entry into a definitive agreement is furnished
herewith as Exhibit 99.1.
| Item
9.01 |
Financial
Statements and Exhibits.
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| Exhibit
99.1 |
Press
Release issued by the Registrant on February 22,
2007.
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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/
Warren
Clamen |
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Warren
Clamen
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Chief
Financial Officer
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Date:
February 27, 2007