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):
March 9, 2010
(Exact
name of registrant as specified in its charter)
Delaware
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0-10593
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11-2481903
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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
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
Entry into a Material
Definitive Agreement.
Iconix
Brand Group, Inc., a Delaware corporation (the “Registrant” or “Iconix”), has
consummated a transaction with Purim LLC, a Delaware limited liability company
(the “Seller” or “Purim”) owned by Madonna Ciccone, the performer known as
Madonna (“Madonna”), and Guy Oseary, pursuant to which the Seller sold to the
Registrant 50% of the membership interests in MG Icon LLC, a Delaware limited
liability company (the “JV”) established to develop and explore business
initiatives in the United States and around the world including the creation and
acquisition of brands as well as exploring opportunities within the Iconix brand
portfolio.
As part
of the transaction, the JV entered into an exclusive, multi-year license
agreement for the "Material Girl" brand with Macy's Retail Holdings,
Inc.
The
transaction was consummated pursuant to a membership interest purchase agreement
dated as of March 9, 2010 (the “Purchase Agreement”) by and between Iconix and
the Seller. The Iconix investment made pursuant to the Purchase
Agreement is as set forth below. In consideration for the purchased
membership interests, the purchase agreement requires the Registrant to pay
aggregate consideration of $20,000,000 in cash to the Seller in five equal
annual installments of $4,000,000, subject to
adjustment. Additionally, the Seller may be entitled to receive up to
an additional $10,000,000 in earn-out consideration The Registrant’s obligation
to make payments under the Purchase Agreement is secured by a pledge of the
purchased membership interest to the Seller.
Additionally,
the JV entered into a license and services agreement with Purim to allow the JV
to develop and exploit certain fashion brands associated with Madonna, and
provides for certain endorsement services of Madonna, and the use of her name
and image, in connection with such fashion brands.
The JV is
governed by an operating agreement, pursuant to which, among other things, the
JV will be managed by its two managers, one appointed by Iconix and the other by
Purim. Iconix will be responsible for day-to-day administrative
management of the JV and Purim will be the creative manager of the
JV. Certain decisions relating to the JV will require joint approval
of the managers or members.
The
description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of such agreement, which
is filed as an exhibit to this Report. The Purchase Agreement has
been included to, among other things, provide investors and security holders
with information regarding its 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 party 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. 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.
The
description of the agreements (other than the Purchase Agreement) set forth
above is for reference purposes only and shall not be deemed an admission that
any such agreement (other than the Purchase Agreement) is required to be
disclosed under this Item 1.01.
Item 9.01
Financial Statements
and Exhibits.
10.1
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Membership
Interest Purchase Agreement dated as of March 9, 2010 by and between the
Registrant and Purim LLC.
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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 hereunto
duly authorized.
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ICONIX BRAND GROUP,
INC.
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(Registrant)
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By:
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/s/ Warren Clamen
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Name:
Warren Clamen
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Title:
Executive Vice President and Chief Financial Officer
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Date:
March 15, 2010