Unassociated Document
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): November
6, 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, 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
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Item
2.01
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Completion
of Acquisition or Disposition of Assets.
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Item
3.02
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Unregistered
Sales of Equity
Securities.
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On
November 6, 2006,
Iconix
Brand Group, Inc., a Delaware corporation (the “Registrant”), completed its
acquisition of certain of the assets (the “OP Assets”) of Ocean Pacific Apparel
Corp., a Delaware corporation (the “Seller”) and subsidiary of The Warnaco
Group, Inc., a Delaware corporation (the “Parent”), pursuant to an Asset
Purchase Agreement, dated as of October 31, 2006, among the Registrant, the
Seller and the Parent (the “Purchase Agreement”). The aggregate purchase price
paid was $54,000,000 (the “Purchase Price”). A copy of the Purchase Agreement
was previously filed as an exhibit to the Registrant’s Current Report on Form
8-K filed with the Securities and Exchange Commission on November 6, 2006 (the
“Initial Form 8-K”) and is incorporated herein by reference.
In
accordance with the terms of the Purchase Agreement, the
Registrant paid the Seller $10,000,000 in cash at the closing and issued to
the
Seller a promissory note (in the form of Exhibit A attached to the Purchase
Agreement), secured by the OP Assets (the “Note”), for the remaining $44,000,000
of the Purchase Price. The Note bears interest at a rate of 7% and becomes
payable in full, together with accrued interest, by the Registrant on December
31, 2006 (the “Maturity Date”), subject to certain extension provisions set
forth in the Note. On or prior to the Maturity Date, the Registrant may elect,
subject to the terms and conditions of the Note, to pay up to $27,000,000 of
the
principal of the Note through the issuance of shares of its common stock, as
more fully set forth in the Note (the
“Shares”). If the Registrant pays the Seller an amount due under the Note
greater than or equal to $25,000,000 in cash by the Maturity Date, then the
Registrant may elect to extend the Maturity Date of the Note until January
31,
2007 (the “Extended Maturity Date”), at which time the Registrant must pay the
Seller not less than $5,500,000 of the outstanding amount of the Note in cash
at
the Extended Maturity Date. If the Registrant elects to pay a portion of the
principal amount of the Note through the issuance of Shares, the Registrant
shall file a registration statement on Form S-3, if eligible, or other
appropriate form with respect to the Shares pursuant to the terms and conditions
of a registration rights agreement (in substantially the form of Exhibit C
attached to the Note) (the “Registration Rights Agreement”). If
Shares
(the number of which is not yet determinable and would be based on a future
price of the Registrant’s common stock) are issued to the Seller under the Note,
the Shares would be issued without registration under the Securities Act of
1933, as amended, 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.
In
accordance with the terms of the Purchase Agreement,
following the closing, the Registrant contributed the OP Assets to OP Holdings,
LLC, a Delaware limited liability company and an indirect, wholly-owned
subsidiary of the Registrant (“OP Holdings”), pursuant to a contribution
agreement. The Seller delivered all of its right, title and interest in the
OP
Assets to OP Holdings and OP Holdings entered into a product license agreement
with the Parent.
The
description of the Purchase Agreement, the Note and the Registration Rights
Agreement (collectively, the “Ocean Pacific Transaction Documents”) do not
purport to be complete and are qualified in their entirety by reference to
the
full text of the Ocean Pacific Transaction Documents, which are filed as
exhibits to the Initial Form 8-K. The Ocean Pacific Transaction Documents have
been incorporated herein to provide investors and security holders with
information regarding their terms. It is not intended to provide any other
factual information about the Registrant or the other parties thereto. The
Purchase Agreement contains 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 agreement. In addition, the 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 agreement, which subsequent information may or may not
be
fully reflected in the Registrant’s public disclosures.
A
copy of
the press release announcing the
closing of the transactions contemplated by the Purchase Agreement
is
furnished herewith as Exhibit 99.1.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information disclosed in Item 1.01 of this Current Report on Form 8-K with
respect to the Note is hereby incorporated into this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
2.1*
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Asset
Purchase Agreement, dated as of October 31, 2006, among Iconix
Brand
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Group,
Inc., The Warnaco Group, Inc. and Ocean Pacific Apparel Corp.(1)
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Exhibit
99.1 |
Press Release
of the
Registrant dated November 6, 2006 |
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*The
Registrant has omitted certain schedules and exhibits
pursuant to Item 601(b)(2) of Regulation S-K and shall 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.
(1)
Previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 6, 2006
(Securities and Exchange Commission Accession No. 0001144204-06-045507) and
incorporated by reference herein.
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.
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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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President
and Chief Executive Officer
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