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): October
3, 2008
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ICONIX
BRAND GROUP,
INC.
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(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
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Not
Applicable
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(Former
Name or Former Address, if Changed
Since Last Report)
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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
2.01 Completion
of Acquisition or Disposition of Assets.
On
October 3, 2008,
Iconix
Brand Group, Inc., a Delaware corporation (the “Registrant”), completed its
acquisition from NexCen Brands, Inc., a Delaware corporation (“Parent”), NexCen
Fixed Asset Company, LLC, a Delaware limited liability company, NexCen Brand
Management, Inc., a Delaware corporation and, WV IP Holdings, LLC, a Delaware
limited liability company (collectively, the “Sellers”), of certain of the
assets and rights related to the Sellers’ business of marketing, licensing and
managing the Sellers’ Waverly, Gramercy and Village brands, trademarks,
intellectual property and related names worldwide (the “Waverly Assets”)
pursuant to an Asset Purchase Agreement, dated as of September 29, 2008, among
the Registrant, the Sellers and the Parent (the “Purchase Agreement”). The
aggregate purchase price paid was $26,000,000 (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
October 2, 2008 (the “Initial Form 8-K”).
In
accordance with the terms of the Purchase Agreement,
at the
closing,
the
Registrant paid the Sellers $26,000,000 in cash and assumed certain liabilities
of the Sellers. In
accordance with the terms of the Purchase Agreement, the Sellers delivered
all
of their right, title and interest in the Waverly Assets to Studio IP Holdings
LLC, a Delaware limited liability company and a subsidiary of the
Registrant.
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 the Purchase
Agreement, which is filed as an exhibit to the Initial Form 8-K. The Purchase
Agreement provides investors and security holders with information regarding
the
terms of the transaction but 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 these 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.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
2.1*
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Asset
Purchase Agreement by and among NexCen Brands, Inc., NexCen Fixed
Asset
Company, LLC, NexCen Brand Management, Inc., WV IP Holdings, LLC,
and
Iconix Brand Group, Inc. dated September 29, 2008. (1)
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*The
Registrant has omitted certain schedules 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
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 October 2, 2008 (SEC
Accession No 0001144204-08-055689)
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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| Date: October
8, 2008 |
By: |
/s/ Neil
Cole |
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Neil
Cole
President
and Chief Executive Officer
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