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 29, 2008
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
September 29, 2008, Iconix Brand Group, Inc., a Delaware corporation (the
“Registrant”), entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with 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”).
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the
Registrant will acquire certain of the Sellers’ 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”).
The
Purchase Agreement provides for a purchase price for the Waverly Assets of
$26,000,000 in cash and the assumption by the Registrant of certain liabilities
of the Sellers related to the Waverly Assets.
The
Purchase Agreement contains customary representations, warranties and covenants,
and the transactions contemplated by the Purchase Agreement are subject to
customary closing conditions. The Registrant and the Parent have each agreed,
subject to certain limitations, to indemnify the other for damages arising
from
the breach of its representations, warranties, covenants or obligations in
the
Purchase Agreement.
Upon
the
closing, the Sellers will deliver all of their right, title and interest in
the
Waverly Assets to a subsidiary of the Registrant.
The
description of the Purchase Agreement above 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 this Report. The Purchase Agreement
has been included to 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 parties 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. 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.
(d) 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.
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* The
Registrant has omitted certain schedules and exhibits pursuant to Item 601(b)(2)
of Regulation S-K and shall furnish supplementally to the Securities and
Exchange Commission (the “SEC”), copies of any of the omitted schedules and
exhibits upon request by the SEC.
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:
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/s/ Neil Cole
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Neil
Cole
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Chief
Executive Officer
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Date:
October 2, 2008