0001144204-18-032330.txt : 20180601 0001144204-18-032330.hdr.sgml : 20180601 20180601143623 ACCESSION NUMBER: 0001144204-18-032330 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180601 DATE AS OF CHANGE: 20180601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICONIX BRAND GROUP, INC. CENTRAL INDEX KEY: 0000857737 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 112481903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41257 FILM NUMBER: 18874598 BUSINESS ADDRESS: STREET 1: 1450 BROADWAY, 4TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-730-0030 MAIL ADDRESS: STREET 1: 1450 BROADWAY, 4TH FL CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CANDIES INC DATE OF NAME CHANGE: 19930604 FORMER COMPANY: FORMER CONFORMED NAME: MILLFELD TRADING CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sports Direct International plc CENTRAL INDEX KEY: 0001662822 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0424 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UNIT A, BROOK PARK EAST CITY: SHIREBROOK STATE: X0 ZIP: NG20 8RY BUSINESS PHONE: 443442459200 MAIL ADDRESS: STREET 1: UNIT A, BROOK PARK EAST CITY: SHIREBROOK STATE: X0 ZIP: NG20 8RY SC 13D/A 1 tv495662_sc13da.htm AMENDMENT NO. 14 TO FORM SC 13D

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

(Amendment No. 14)*

 

ICONIX BRAND GROUP INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

451055107

(CUSIP Number)

 

Cameron Olsen

Unit A, Brook Park East

Shirebrook

NG20 8RY

United Kingdom

+44 845 1299 289

 

with copies to:

 

David M. Grimes Marc Weingarten, Esq.
Reed Smith LLP Aneliya Crawford, Esq.
599 Lexington Avenue Schulte Roth & Zabel LLP
Floor 22 919 Third Avenue
New York, NY 10022 New York, New York 10022
(212) 548-0240 (212) 756-2000

 

 (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 

 May 30, 2018

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box:

¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

  

CUSIP No. 451055107

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Sports Direct International plc

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United Kingdom

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 7

SOLE VOTING POWER

 

5,664,115 shares of common stock

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

5,664,115 shares of common stock

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,664,115 shares of common stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.6%

14

TYPE OF REPORTING PERSON

 

CO

  

 

 

 

The following constitutes Amendment No. 14 (“Amendment No. 14”) to the Schedule 13D filed by the undersigned on January 5, 2016 as amended by Amendment No. 1 thereto filed on January 13, 2016, Amendment No. 2 thereto filed on January 21, 2016, Amendment No. 3 thereto filed on August 11, 2016, Amendment No. 4 thereto filed on August 23, 2016, Amendment No. 5 thereto filed on November 15, 2016, Amendment No. 6 thereto filed on January 17, 2017, Amendment No. 7 thereto filed on March 3, 2017, Amendment No. 8 thereto filed on March 31, 2017, Amendment No. 9 thereto filed on May 18, 2017, Amendment No. 10 thereto filed on June 7, 2017, Amendment No. 11 thereto filed on November 3, 2017, Amendment No. 12 thereto filed on March 21, 2018 and Amendment No. 13 thereto filed on May 23, 2018 (the “Schedule 13D”). This Amendment No. 14 amends the Schedule 13D as specifically set forth below.

 

Item 2. Identity and Background

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) This Schedule 13D is filed by Sports Direct International plc, a public limited company organized under the laws of England and Wales (the “Reporting Person”).

 

Set forth in the attached Schedule A and incorporated herein by reference is a listing of the information, including name, principal place of business, and citizenship, concerning each executive officer and director of the Reporting Person (collectively, the “Covered Persons”) as required by Instruction C of Schedule 13D.

 

(b) The business address of the Reporting Person is Unit A Brook Park East, Shirebrook NG20 8RY, United Kingdom.

 

(c) The principal business of the Reporting Person is to serve as a sports retailer and owner of sport, fashion and lifestyle brands.

 

(d) Neither the Reporting Person, nor, to the best of its knowledge, any Covered Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) Neither the Reporting Person, nor, to the best of its knowledge, any Covered Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The Reporting Person is a public limited company organized under the laws of England and Wales. The citizenship of each Covered Person is set forth on Schedule A and incorporated herein by reference.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

The Reporting Person used approximately $3,817,123 (including brokerage commissions) of its working capital to acquire the Shares reported in this Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

The Reporting Person and its representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of the Issuer’s management and board of directors (the “Board”), other current or prospective stockholders, industry participants, investment professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction.

 

On May 31, 2018, the Reporting Person submitted to the Secretary of the Issuer (in accordance with the restated and amended bylaws of the Issuer) a notice of its intention to nominate the following persons (collectively, the “ Nominees”) for election to the Board at the 2018 annual meeting of stockholders of the Issuer (the “Annual Meeting”), including any and all adjournments, postponements, continuations or reschedulings thereof: Ron McPherson (President & CEO, The Antigua Group, Inc.), Howard Moher (CEO, SDI USA, LLC), Mark Hunter (Acting CEO & CFO, Everlast Worldwide, Inc.) and Daniel Dienst (Director, Matlin & Partners Acquisition Corporation)1, each of whom consented to being named a Nominee on May 30, 2018.

 

 

 

1 Each of Everlast Worldwide, Inc., The Antigua Group, Inc. and SDI USA, LLC is an affiliate of the Reporting Person.

 

 

 


On June 1, 2018, the Reporting Person issued a press release announcing the nomination of the Nominees to the Board at the Annual Meeting. A copy of the press release is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

 

The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and the Board, price levels of the Shares, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, acquiring additional Shares and/or other securities of the Issuer (collectively, “Securities”) or disposing of some or all of the Securities beneficially owned by it, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Person’s economic exposure with respect to its investment in the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a)The Reporting Person beneficially owns 5,664,115 Shares (including 1,000 Shares owned of record), representing an 8.6% interest in the Shares.
(b)The Reporting Person has the power to vote or direct the vote and the power to dispose or direct the disposition of the 5,664,115 Shares it beneficially owns, including those Shares it owns of record.

 

Item 7. Exhibits

 

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

Exhibit Description
   
1   Press Release, dated June 1, 2018

 

 

 

  

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, such person hereby certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 1, 2018

 

  Sports Direct International plc  
       
       
  By:  /s/ Cameron Olsen  
    Name: Cameron Olsen  
    Title: Company Secretary  

 

 

 

 

Schedule A

 

EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSON

 

Set forth below are the names, citizenship and principal occupation or employment of the executive officers and directors of the Reporting Person. Except as otherwise noted below, the business address of each such Executive Officer and Director of the Reporting Person is c/o Sports Direct International plc, Unit A Brook Park East, Shirebrook NG20 8RY, United Kingdom.

  

 

NAME   PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT   CITIZENSHIP
         
         
Board of Directors        
         
Michael James Wallace Ashley   Director / Chief Executive Officer   British
Jonathan Kempster   Director / Chief Financial Officer   British
Simon Anthony Bentley   Director   British
David Jameson Brayshaw   Director   British
David John Daly   Director   British
Dr. Keith Hellawell   Director   British
         
         
Executives        
         
Cameron John Olsen   Secretary   British
         

  

 

 EX-99.1 2 tv495662_ex99-1.htm EXHIBIT 1

Exhibit 1

 

SPORTS DIRECT NOMINATES FOUR DIRECTORS TO THE BOARD OF ICONIX

 

-Iconix’s Current Board has Overseen Drastic Drops in Company’s Share Price – With the Stock Currently Trading Below $0.70 – and an Increasingly Unsustainable Debt Load, along with Alarming Losses of Significant Licensing Agreements –

 

-Sports Direct’s Four Highly-Qualified Nominees – Ron McPherson, Howard Moher, Mark Hunter and Daniel Dienst – Possess Extensive Operational Expertise and Industry Experience and Will Help Reverse Trend of Underperformance and Value Destruction at Iconix –

 

Shirebrook, England – June 1, 2018 – Sports Direct International plc (LON: SPD) (“Sports Direct”), one of the United Kingdom's largest sports-goods retailers which holds 9% of Iconix Brand Group, Inc. (Nasdaq: ICON) ("Iconix" or the “Company”), today announced that it has nominated four highly-qualified individuals – Ron McPherson, Howard Moher, Mark Hunter and Daniel Dienst – for election to the Iconix Board of Directors (the “Board”) at the Company’s 2018 Annual Meeting. This is in line with Sports Direct’s commitment to actively participate in its strategic investments.

 

Sports Direct issued the following statement:

 

“As significant and long-term Iconix stockholders, we have seen first-hand how the numerous operational and strategic decisions initiated by the Company have resulted in severe value destruction for its investors. The Company’s stark drop in share price (currently trading at under $0.701), substantial debt load relative to revenues (with more than $800 million in outstanding principal obligations as of Q1 20182) and the loss of major direct-to-retail licensing agreements with major retailers all demonstrate the failures of the current Board and management.”

 

“Given these serious concerns, we have made a number of attempts to engage constructively with Iconix, but this has unfortunately led nowhere. We can no longer stand by while Iconix’s Board and management continue along this unsustainable path. We have nominated four highly-qualified individuals for election as directors. These nominees have an in-depth understanding of the operational challenges facing the Company – three of the four are seasoned executives affiliated with Sports Direct and all four of our nominees are veterans of the retail and brand licensing industries. We believe that reorganizing the Board with highly-qualified experts is a critical first step to unlocking the Company’s latent value.”

 

“Our nominees are fully committed to undertaking a strategic evaluation of the current business and opportunities that exist with the goal of driving significant value for all stockholders and improving governance and transparency – which the incumbent Board has failed to do over a number of years. Iconix’s history of underperformance and its lack of a coherent strategy to reverse this recent unacceptable loss of stockholder value illustrates the need for significant change at the Board level.”

 

Sports Direct’s nominees for Iconix’s Board of Directors are:

 

·Ronald McPherson, President and CEO of The Antigua Group, Inc., an affiliate of Sports Direct International plc. Mr. McPherson has been an employee of Antigua for nearly four decades as it has grown into a leading designer and marketer of men’s, women’s and children’s lifestyle apparel and sportswear. He has also served as a board member for the Golf Manufacturers and Distributors Association, and for The Samaritan Foundation/Banner Health Foundation.

 

 

 

1 As of market close on 5/31/18.

2 Q1 2018 Iconix Brand Group Inc. earnings release, http://phx.corporate-ir.net/phoenix.zhtml?c=62075&p=irol-newsArticle&ID=2347080.

 

 

 

 

·Howard Moher, CEO of SDI USA LLC, SDI Stores USA LLC, Mountain Sports LLC and Bobs Stores USA LLC, ultimate subsidiaries of Sports Direct International plc and operators of the Bobs Stores and Eastern Mountain Sports retail and web businesses. Mr. Moher took on the role of CEO after leading the successful transaction by Sports Direct International plc to purchase the Bobs Stores and Eastern Mountain Sports from Versa Capital in 2017. Under his leadership, Mr. Moher is successfully managing their restructuring and turnaround. Prior to taking on his role as CEO, Mr. Moher worked in various capacities for Sports Direct International plc for over a decade. He is also the Chairman of the Board of Leisurewear International Ltd., owners of the Minoti brand. Mr. Moher is a non-executive director of Technology Rentals Ltd, a leading UK leaser of IT equipment to the education sector.

 

·Mark Hunter, Acting CEO and CFO of Everlast Worldwide, Inc., an affiliate of Sport Direct International plc. Everlast is the world’s leading manufacturer, marketer and licensor of boxing, MMA and fitness equipment. Prior to taking on this role in 2017, Mr. Hunter served as Executive Vice President of Finance, Supply Chain, Planning & Ecommerce at Everlast from 2012 to 2017. Mr. Hunter is also an officer of both SDI Holdings USA Inc. and SDI Sports Group America, Inc., affiliates of Sport Direct International plc.

 

·Daniel Dienst, founder and managing member of D2Quared LLC and former director and CEO of Martha Stewart Living Omnimedia Inc., where he led the turnaround of the famous brand and orchestrated its successful sale in 2015 to Sequential Brands, Inc. for $353 million. Mr. Dienst is a Director of Knoll, Inc. (NYSE: KNL) and Matlin & Partners Acquisition Corporation (NASDAQ: MPACU). He was the Group CEO of Sims Metal Management, Ltd., having founded and served as the Chairman and CEO of Metal Management, Inc. before the company was sold to Sims for $1.7 billion in 2008. Mr. Dienst is experienced in the financial markets, having served as a Managing Director of Corporate and Leveraged Finance at CIBC World Markets Corp. He also was recently a Director of 1st Dibs, Inc., a venture-backed e-commerce business, from 2014 to 2015.

 

About Sports Direct International plc:

 

Sports Direct is the UK's largest sporting goods retailer by revenue, operating over 750 stores across the UK, continental Europe and Asia. Additionally, Sports Direct operates Premium Lifestyle and Brands divisions and owns a portfolio of over 30 globally recognized brands, including Slazenger, Everlast, Lonsdale, Karrimor, No Fear and Kangol.

 

Additional Information

 

Sports Direct International plc, Ronald A. McPherson, Howard Moher, Mark Hunter and Daniel W. Dienst (collectively, the “Participants”), intend to file with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of proxy card to be used in connection with the solicitation of proxies from the stockholders of Iconix Brand Group, Inc. (the “Company”) in connection with the Company’s 2018 annual meeting of stockholders. All stockholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants when they become available, as they will contain important information, including additional information related to the Participants. When completed, the definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC’s website at http://www.sec.gov/. As of June 1, 2018, the Participants were the beneficial owners of 5,664,115 shares of common stock, par value $0.001 per share, of the Company.

 

 

 

 

Media Contacts:

 

US:

Sloane & Company

Dan Zacchei / Joe Germani, 212-486-9500

dzacchei@sloanepr.com / jgermani@sloanepr.com

 

UK:

KBA PR

Keith Bishop, +44 (0) 207 734 9995

sd@kbapr.com

 

###

 

 

 

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