Current Report Filing (8-k)
April 29 2020 - 8:53AM
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): April 24, 2020
Iconix Brand Group,
Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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001-10593
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11-2481093
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1450
Broadway, 3rd Floor, 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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Securities registered pursuant to Section
12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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ICON
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The
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On
April 24, 2020, Iconix Brand Group, Inc. (the “Company”), and its indirect wholly-owned subsidiary, Iconix Luxembourg
Holdings S.à r.l. (“Iconix Luxembourg”), entered into a share purchase agreement (the “SPA”) with
HK Qiaodan Investment Limited to sell all of the equity interests of Umbro China, Limited, a wholly-owned subsidiary of Iconix
Luxembourg (the “Umbro China Sale”), for consideration of approximately $62.5 million. The Umbro China Sale includes
the sale of the Umbro sports brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Umbro China Sale
is anticipated to close on or prior to September 15, 2020, subject to the satisfaction or waiver of customary closing conditions.
The sale agreement contains representations, warranties, and covenants of the parties that are customary for transactions of this
type. The Company anticipates using the net proceeds from the Umbro China Sale to repay amounts due under its existing financing
arrangements, and otherwise for general corporate purposes.
Forward-Looking Statements
This Form 8-K contains forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
matters discussed in this Form 8-K involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that
could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. All statements
in this Form 8-K that are not purely historical facts are forward-looking statements, including statements containing the words
“may,” “will,” “expect,” “anticipate,” “intend,” “estimate,”
“continue,” “believe,” “plan,” “project,” “will be,” “will continue,”
“will likely result” or similar expressions. Any forward-looking statement inherently involves risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute
to such differences include, but are not limited to: the parties’ ability to close the Umbro China Sale; and other risks.
The Company discusses certain of these factors more fully in its additional filings with the Securities and Exchange Commission
(the “SEC”), including its annual report on Form 10-K for the fiscal year ended December 31, 2019 and subsequent quarterly
reports on Form 10-Q filed with the SEC, and this Form 8-K should be read in conjunction with those reports, together with all
of the Company’s other filings, including other current reports on Form 8-K, through the date of this Form 8-K. The Company
urges you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements
contained in this Form 8-K.
Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. Since the Company operates in a rapidly
changing environment, new risk factors can arise and it is not possible for the Company’s management to predict all such
risk factors, nor can the Company’s management assess the impact of all such risk factors on the Company’s business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. The Company’s future results, performance or achievements could differ materially from
those expressed or implied in these forward-looking statements. The Company does not undertake any obligation to publicly revise
these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events, except as may be required by law.
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/ John T. McClain
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Name: John T. McClain
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Title: Executive Vice President and Chief Financial
Officer
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Date: April 29, 2020
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