Iconix Brand Group, Inc. - Prospectus filed pursuant to Rule 424(b)(7) (424B7)
November 15 2007 - 5:27PM
Edgar (US Regulatory)
PROSPECTUS
SUPPLEMENT NO. 1
|
Filed
Pursuant to Rule 424(b)(7)
|
(TO
PROSPECTUS DATED SEPTEMBER 25, 2007)
|
Registration
No. 333-146288
|
$287,500,000
ICONIX
BRAND GROUP, INC.
1.875%
Convertible Senior Subordinated Notes due 2012
and
Shares
of Common Stock Issuable Upon Conversion of the Notes
This
prospectus supplement no. 1 supplements and amends the prospectus dated
September 25, 2007 (as so supplemented and amended, the “prospectus”), relating
to the resale from time to time by certain selling securityholders of our 1.875%
Convertible Senior Subordinated Notes due 2012 and shares of our common stock
issuable upon conversion of the notes.
You
should read this supplement no. 1 in conjunction with the prospectus dated
September 25, 2007, which should be delivered in conjunction with this
supplement no. 1. This supplement no. 1 is not complete without, and may not
be
delivered or used except in conjunction with, the prospectus, including any
amendments or supplements to it. This supplement no. 1 is qualified by reference
to the prospectus, except to the extent that the information provided by this
supplement no. 1 supersedes or supplements certain information contained in
the
prospectus.
See
“Risk
Factors” on page 7 of the prospectus dated September 25, 2007 to read about the
risks involved in investing in the notes and our common stock issuable upon
conversion of the notes.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS SUPPLEMENT NO. 1 TO PROSPECTUS OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
table
under the caption “Selling Securityholders” beginning on page 22 of the
prospectus is hereby supplemented by adding to it the information regarding
certain selling securityholders set forth in the table entitled “Additional
Selling Securityholders” below.
We
prepared this table based on information supplied to us by the selling
securityholders named in the table below on or prior to November 12, 2007.
Information about the selling securityholders may change over time.
Except
as
set forth below, none of the selling securityholders has, or within the past
three years has had, any position, office or other material relationship with
us
or any of our predecessors or affiliates.
The
selling securityholders identified below may have sold, transferred or otherwise
disposed of, pursuant to transactions exempt from the registration requirements
of the Securities Act, all or a portion of their notes since the date on which
they provided the information regarding their notes.
SELLING
SECURITYHOLDERS
Additional
Selling Securityholders
|
|
Notes
|
|
Common
Stock
|
|
Name
of Selling Securityholder
|
|
Principal
amount
beneficially
owned
|
|
Principal
amount
offered
|
|
Number
of shares
beneficially
owne
(1)(2)
|
|
Number
of shares
offered(1)
|
|
RBC
Capital Markets (3)
|
|
$
|
1,000,000
|
|
$
|
1,000,000
|
|
|
36,284
|
|
|
36,284
|
|
Radcliffe
SPC, Ltd. for and on behalf of the Class A
Segregated Portfolio
(4)
|
|
$
|
14,000,000
|
|
$
|
14,000,000
|
|
|
507,983
|
|
|
507,983
|
|
Daimler
Chrysler Corp. EMP #1 Pension Plan dated 4/1/1989 (5)
|
|
$
|
3,283,000
|
|
$
|
3,283,000
|
|
|
119,122
|
|
|
119,122
|
|
Florida
Power and Light Group Employee Pension Plan (5)
|
|
$
|
1,269,000
|
|
$
|
1,269,000
|
|
|
46,045
|
|
|
46,045
|
|
Rampart
Convertible Arbitrage Investors, (II) LLC (5)
|
|
$
|
448,000
|
|
$
|
448,000
|
|
|
16,255
|
|
|
16,255
|
|
Highbridge
Convertible Arbitrage Master Fund LP (6)
|
|
$
|
4,300,000
|
|
$
|
4,300,000
|
|
|
156,023
|
|
|
156,023
|
|
Highbridge
International LLC (6)
|
|
$
|
35,620,000
|
|
$
|
35,620,000
|
|
|
1,292,453
|
|
|
1,292,453
|
|
Credit
Suisse Securities (USA) LLC (3)
|
|
$
|
1,820,000
|
|
$
|
1,820,000
|
|
|
66,037
|
|
|
66,037
|
|
OCM
Convertible Trust (7) (8)
|
|
$
|
1,965,000
|
|
$
|
1,965,000
|
|
|
71,299
|
|
|
71,299
|
|
Delta
Air Lines Master Trust - CV (7) (8)
|
|
$
|
930,000
|
|
$
|
930,000
|
|
|
33,744
|
|
|
33,744
|
|
Delaware
Public Employees Retirement System (7) (8)
|
|
$
|
3,495,000
|
|
$
|
3,495,000
|
|
|
126,814
|
|
|
126,814
|
|
Chrysler
Corporation Master Retirement Trust (7) (8)
|
|
$
|
6,210,000
|
|
$
|
6,210,000
|
|
|
225,326
|
|
|
225,326
|
|
Vanguard
Convertible Securities Fund, Inc. (7) (8)
|
|
$
|
10,145,000
|
|
$
|
10,145,000
|
|
|
368,106
|
|
|
368,106
|
|
Delta
Pilots Disability & Survivorship Trust - CV (7) (8)
|
|
$
|
740,000
|
|
$
|
740,000
|
|
|
26,850
|
|
|
26,850
|
|
Microsoft
Capital Group, L.P. (7) (8)
|
|
$
|
620,000
|
|
$
|
620,000
|
|
|
22,496
|
|
|
22,496
|
|
Qwest
Occupational Health Trust (7) (8)
|
|
$
|
425,000
|
|
$
|
425,000
|
|
|
15,420
|
|
|
15,420
|
|
The
Travelers Indemnity Company (7) (8)
|
|
$
|
2,495,000
|
|
$
|
2,495,000
|
|
|
90,529
|
|
|
90,529
|
|
International
Truck & Engine Corporation Non-Contributory Retirement Plan Trust (7)
(8)
|
|
$
|
605,000
|
|
$
|
605,000
|
|
|
21,952
|
|
|
21,952
|
|
International
Truck & Engine Corporation Retirement Plan for Salaried Employees
Trust (7) (8)
|
|
$
|
330,000
|
|
$
|
330,000
|
|
|
11,973
|
|
|
11,973
|
|
International
Truck & Engine Corporation Retiree Health Benefit Trust (7) (8)
|
|
$
|
360,000
|
|
$
|
360,000
|
|
|
13,062
|
|
|
13,062
|
|
UnumProvident
Corporation (7) (8)
|
|
$
|
1,035,000
|
|
$
|
1,035,000
|
|
|
37,554
|
|
|
37,554
|
|
F.M.
Kirby Foundation, Inc. (7) (8)
|
|
$
|
1,070,000
|
|
$
|
1,070,000
|
|
|
38,824
|
|
|
38,824
|
|
OCM
Global Convertible Securities Fund (7) (8)
|
|
$
|
485,000
|
|
$
|
485,000
|
|
|
17,597
|
|
|
17,597
|
|
Virginia
Retirement System (7) (8)
|
|
$
|
6,235,000
|
|
$
|
6,235,000
|
|
|
226,233
|
|
|
226,233
|
|
Qwest
Pension Trust (7) (8)
|
|
$
|
2,595,000
|
|
$
|
2,595,000
|
|
|
94,158
|
|
|
94,158
|
|
ACE
Tempest Reinsurance Ltd. (7) (8)
|
|
$
|
1,390,000
|
|
$
|
1,390,000
|
|
|
50,435
|
|
|
50,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
Common
Stock
|
|
Name
of Selling Securityholder
|
|
Principal
amount
beneficially
owned
|
|
Principal
amount
offered
|
|
Number
of shares
beneficially
owne
(1)(2)
|
|
Number
of shares
offered(1)
|
|
National
Railroad Retirement Investment
Trust
(7) (8)
|
|
$
|
3,340,000
|
|
$
|
3,340,000
|
|
|
121,190
|
|
|
121,190
|
|
Trust
for the Defined Benefit Plans of ICI
American
Holdings, Inc. (7) (8)
|
|
$
|
535,000
|
|
$
|
535,000
|
|
|
19,412
|
|
|
19,412
|
|
Arlington
County Employees Retirement
System
(7) (8)
|
|
$
|
945,000
|
|
$
|
945,000
|
|
|
34,288
|
|
|
34,288
|
|
South
Dakota Retirement System (9)
|
|
$
|
2,000,000
|
|
$
|
2,000,000
|
|
|
173,369
|
|
|
72,569
|
|
The
Alger American Asset Growth Fund (10)
|
|
$
|
1,250,000
|
|
$
|
1,250,000
|
|
|
305,955
|
|
|
45,355
|
|
Alger American
Leveraged AllCap Portfolio (10)
|
|
$
|
1,850,000
|
|
$
|
1,850,000
|
|
|
240,026
|
|
|
67,126
|
|
Alger
Capital
Appreciation
Fund (10)
|
|
$
|
2,375,000
|
|
$
|
2,375,000
|
|
|
335,175
|
|
|
86,175
|
|
Alger
Capital Appreciation Institutional Fund (10)
|
|
$
|
1,475,000
|
|
$
|
1,475,000
|
|
|
267,319
|
|
|
53,519
|
|
Castle
Convertible
Fund (10)
|
|
$
|
1,900,000
|
|
$
|
1,900,000
|
|
|
68,940
|
|
|
68,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes
the maximum number of shares of common stock issuable upon conversion
of
the notes assuming that all outstanding notes are converted and that
for
each $1,000 in principal amount of the notes a maximum of 36.2845
shares
of common stock are issuable upon conversion. This conversion rate
is
subject to adjustment, however, as described in the prospectus under
“Description of Notes.” As a result, the maximum number of shares of our
common stock issuable upon conversion of the notes could increase
or
decrease in the future. In addition, the number of shares of common
stock
listed for each identified selling securityholder does not include
fractional shares.
|
(2)
|
In
addition to shares of common stock issuable upon conversion of the
notes
as described in footnote (1) above, also includes for each selling
securityholder any other shares of common stock identified to us
by the
selling securityholder as beneficially owned by
it.
|
(3)
|
The
selling securityholder is a
broker-dealer.
|
(4)
|
Pursuant
to an investment management agreement, RG Capital Management, L.P.
(“RG
Capital”) serves as the investment manager of Radcliffe SPC, Ltd.’s Class
A Segregated Portfolio. RGC Management Company, LLC (“Management”) is the
general partner of RG Capital. Steve Katznelson and Gerald Stahlecker
serve as the managing members of Management. Each of RG Capital,
Management and Messrs. Katznelson and Stahlecker disclaims beneficial
ownership of the securities owned by the selling securityholder.
The
address of each of RG Capital, Management and Messrs. Katznelson
and
Stahlecker is c/o RG Capital Management, L.P., 3 Bala Plaza East,
Suite
501, Bala Cynwyd, PA 19004.
|
(5)
|
Jack
Feiler, Chief Investment Officer of Palisade Capital Management,
LLC, has
voting control and investment discretion over the securities held
by the
selling securityholder. Mr. Feiler’s address is c/o of Palisade Capital
Management, One Bridge Plaza, Suite 695, Fort Lee, NJ 07024.
|
(6)
|
Highbridge
Capital Management, LLC is the trading manager of the selling
securityholder and has voting control and investment discretion over
the
securities held by the selling securityholder. Glenn Dubin and Henry
Swieca control Highbridge Capital Management, LLC and have voting
control
and investment discretion over the securities held by selling
securityholder. Each of Highbridge Capital Management, LLC and Messrs.
Dubin and Swieca disclaims beneficial ownership of the securities
held by
the selling securityholder. The address of each of Highbridge Capital
Management, LLC and Messers. Dubin and Swieca is 9 West 57
th
Street, New York, NY 10019.
|
(7)
|
Oaktree
Capital Management L.P. (“Oaktree”) is the investment manager of the
selling securityholder and has voting control and investment discretion
over the securities held by the selling securityholder. Oaktree does
not
own any equity interest in the selling securityholder. Lawrence Keele
is
the principal owner of Oaktree and is the portfolio manager for the
selling securityholder. Mr. Keele, Oaktree and all employees and
members
of Oaktree disclaim beneficial ownership of the securities held by
the
selling securityholder, except for their pecuniary interest therein.
The
address of each of Oaktree and Mr. Keele is 333 S. Grand Avenue,
28
th
Floor, Los Angeles, CA 90071.
|
(8)
|
The
selling securityholder is an affiliate of a
broker-dealer.
|
(9)
|
Dan
Frasier and Ross Sandine, the portfolio managers of the South Dakota
Investment Office, the investment manager of the selling securityholder,
have voting control and investment discretion over the securities
held by
the selling securityholder. The address for each of Messrs. Frasier
and
Sandine is 4009 West 49
th
Street, Suite 300, Sioux Falls, SD 57106.
|
(10)
|
Dan Chung, Chief Investment Officer of Fred Alger
Management, the investment advisor of the selling securityholder, has
voting control and investment discretion over the securities held by
the
selling securityholder. The address for each of Fred Alger Management
and Mr. Chung is 111 Fifth Avenue, New York, NY
10003.
|
The
date of this supplement no. 1 is November 15, 2007
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