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):
September 22, 2006
ICONIX
BRAND GROUP, INC.
(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, 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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 Definitive Material Agreement
Item
2.01 Termination of a Material Definitive Agreement.
On
September 22, 2006, Iconix
Brand Group, Inc. (the “Company”) entered into a new employment agreement with
Andrew Tarshis which provides for him to serve as a Senior Vice President and
General Counsel of the Company until September 22, 2009 (the “Term”), subject to
earlier termination as provided in the agreement. The employment agreement
provides for him to receive a base salary of no less that $275,000 per year
for
the first year of the Term and no less than $300,000 for the second and third
years of the Term. Pursuant to the employment agreement and a related restricted
stock agreement, the Company also awarded Mr. Tarshis 18,461 shares of its
restricted common stock under the Company’s 2006 Equity Incentive Plan (the
“Plan”) which vest in three equal annual installments commencing on the first
year anniversary of the employment agreement subject to acceleration or
forfeiture under certain conditions. Under the employment agreement, Mr. Tarshis
is also eligible for a bonus consistent with other senior executive officers
of
the Company and is entitled to certain customary benefits. The employment
agreement also provides that Mr. Tarshis will receive additional compensation
in
the event that, within twelve months of a “change of control,” Mr. Tarshis’
employment is terminated by the Company without “cause” or Mr. Tarshis
terminates his employment with the Company for “good reason,” as all such terms
are defined in the employment agreement and the Plan. His
employment agreement with the Company also contains certain non compete and
non solicitation provisions. The employment agreement supersedes the Company’s
July 22, 2005 employment agreement with Mr. Tarshis.
On
September 22, 2006 the Company entered into an amendment to its October 28,
2005
employment agreement with Deborah Sorell Stehr (the “Original Agreement”), which
extends the date of the term of her employment with the Company for one year
until December 31, 2008 and provides for her to serve as the Company’s Senior
Vice President-Business Affairs and Licensing during the remaining term of
the
agreement. The amendment also provides for her to receive an annual base salary
of not less than $250,000 for the last year of the extended agreement. Pursuant
to the amendment and a related restricted stock agreement, the Company also
awarded to Ms. Stehr 9,230 shares of its restricted common stock under the
Plan
which vest as to one-half (1/2) of such shares on December 31, 2007 and the
remaining one-half (1/2) of the shares on December 31, 2008 subject to
acceleration or forfeiture under certain conditions. All other material terms
of
the Original Agreement remained unchanged.
The
description of the new employment agreement between the Company and Andrew
Tarshis, the amendment to the Original Agreement with Deborah Sorell Stehr
and
their related restricted stock agreements in this report do not purport to
be
complete and are qualified in their entirety by reference to the full text
of
such documents, which are filed as exhibits to this report and incorporated
herein by reference.
Item
8.01 Other
Events
On
September 26, 2006, the Company, through its wholly owned subsidiary IP Holdings
LLC, entered into a new license agreement with Kmart Corporation, a subsidiary
of Sears Holdings Corp. (“Sears”), extending the term of its Joe Boxer license
through the year 2010 and permitting distribution of the brand into Sears
stores. Under the terms of the new license, which replaces its prior
agreement, Kmart will pay royalties based on a percentage of net sales with
guaranteed minimum royalty payments of $10 million for each of the years
2007-2010, in addition to the minimum royalty payments owed for 2006 under
the
prior agreement.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
| Exhibit
10.1* |
Employment
Agreement dated September 22, 2006 between the Company and Andrew
Tarshis.
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| Exhibit
10.2* |
Amendment
dated September 22, 2006 to the Employment Agreement dated October
28,
2005 between the Company and Deborah Sorell
Stehr.
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| Exhibit
10.3* |
Restricted
Stock Agreement dated September 22, 2006 between the Company and
Andrew
Tarshis.
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| Exhibit
10.4* |
Restricted
Stock Agreement dated September 22, 2006 between the Company and
Deborah
Sorell Stehr.
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______
*Denotes
management compensatory plan or arrangement.
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.
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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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Chief Financial
Officer |
Date:
September 27, 2006