- Current report filing (8-K)
December 29 2008 - 5:09PM
Edgar (US Regulatory)
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):
December
24, 2008
(Exact
name of registrant as specified in its charter)
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
|
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
(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 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements
of Certain
Officers.
|
On
December 24, 2008, Iconix Brand Group, Inc. (the “Company”) entered into an
agreement with Neil Cole, the Company’s Chairman, Chief Executive
Officer and President, which amended his employment agreement and a related
Restricted Stock Unit Agreement with the Company to provide, among other things,
as follows: the deferral of the issuance to Mr. Cole of the 1,181,684
shares of the Company’s common stock to which he is entitled to receive under
the time vested restricted stock units (“RSU’s”) granted to him under the
employment agreement until the earlier of (i) the date Mr. Cole is no longer
employed by either (a) the Company or (b) any corporation or other entity
owning, directly or indirectly, 50% or more of the outstanding common stock of
the Company, or in which the Company or any such corporation or other entity
owns, directly or indirectly, 50% or more of the outstanding capital stock
(determined by aggregate voting rights) or other voting interests or (ii) a
Change in Control (as defined in Mr. Cole’s employment agreement). In
consideration of Mr. Cole’s agreement to delay the distribution to him of the
shares of the Company’s common stock to which he will be entitled to receive
under the RSU’s as noted above, the agreement provides for the award
to Mr. Cole of an annual bonus to be granted under the Company’s Executive
Incentive Bonus Plan, in the amount equal to five hundred thousand dollars
($500,000.00) for each of the four completed calendar years of the Company
commencing with the calendar year from January 1, 2009 though December 31, 2009,
and ending with the calendar year from January 1, 2012 through December 31, 2012
if either of one of two performance measures specified in the agreement have
been satisfied
.
The
descriptions of the agreement between the Company and Mr. Cole
contained above does not purport to be complete and is qualified in its entirety
by reference to the full text of the agreement which is filed as
Exhibit 10.1 to this Report.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits
10.1
Agreement dated December 24, 2008 between Iconix Brand Group, Inc. and Neil
Cole.
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.
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(Registrant)
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By:
/s/ Warren
Clamen
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Warren
Clamen
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Executive
Vice President and Chief Financial
Officer
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