-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ld2QZE2wEBOaEu1En5D4MgfpF87Jw+lKEeKKqhwuz5ED5lzUH/zksv15+761PzvC WlQwAkpackQjRfD4yBFvYg== 0001144204-05-031729.txt : 20051014 0001144204-05-031729.hdr.sgml : 20051014 20051014164847 ACCESSION NUMBER: 0001144204-05-031729 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050722 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051014 DATE AS OF CHANGE: 20051014 FILER: 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: 0131 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10593 FILM NUMBER: 051139323 BUSINESS ADDRESS: STREET 1: 215 W. 40TH STREET, 6TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-730-0030 MAIL ADDRESS: STREET 1: 215 W. 40TH STREET, 6TH 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 8-K/A 1 v027253_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2005 ICONIX BRAND GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-10593 11-2481093 - ------------------------- -------------------------- ------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 215 West 40th Street, New York, NY 10018 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 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)) On July 28, 2005, Iconix Brand Group, Inc., a Delaware Corporation ("Registrant"), filed a Current Report on Form 8-K with the Securities and Exchange Commission announcing, among other things, its July 22, 2005 acquisition of substantially all of the assets of Joe Boxer Company, LLC, a Delaware limited liability company, Joe Boxer Licensing, LLC, a Delaware limited liability company, JBC Canada Holdings, LLC, a Delaware limited liability company and Joe Boxer Canada, LP, a Delaware limited partnership. On October 7, 2005, the Registrant filed the first Amendment to the Form 8-K to include the financial statements and pro forma financial information described in Item 9.01 below. The Registrant is filing this second amendment to the Form 8-K solely to include an updated consent of BDO Seidman LLP. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired Audited Financial Statements: (Filed as Exhibit 99.2) Independent Auditors' Report Consolidated and Combined Balance Sheet at December 31, 2004 and 2003 Consolidated and Combined Statement of Income and Changes in Member's Equity for the years ended December 31, 2004 and 2003 Consolidated and Combined Statement of Cash Flows for the years ended December 31, 2004 and 2003 Notes to the Consolidated and Combined Financial Statements Unaudited Financial Statements: (Filed as Exhibit 99.3) Unaudited Consolidated and Combined Balance Sheets at June 30, 2005 Unaudited Consolidated and Combined Statements of Income and Changes in Member's Equity for the six months ended June 30, 2005 and 2004 Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2005 and 2004 Notes to the Unaudited Consolidated and Combined Financial Statements (b) Pro Forma Financial Information. (Filed as Exhibit 99.4) Pro forma Consolidated Balance Sheets at June 30, 2005 Pro forma Consolidated Statements of Operations for the six months ended June 30, 2005 Pro forma Consolidated Statements of Operations for the year ended December 31, 2004 (d) Exhibits Exhibit 2.1(1) - Asset Purchase Agreement dated July 22, 2005 by and among Registrant, Joe Boxer Company, LLC, Joe Boxer Licensing, LLC, JBC Canada Holdings, LLC, Joe Boxer Canada, LP, and William Sweedler, David Sweedler, Alan Rummelsburg, Joseph Sweedler and Arnold Suresky Exhibit 4.1(1) - Second Amended and Restated Indenture dated as of July 1, 2005 by and among IP Holdings LLC, as issuer, and Wilmington Trust Company, as Trustee Exhibit 23 - Consent of BDO Seidman, LLP Exhibit 99.1(1) - Note Purchase Agreement by and among IP Holdings LLC, Iconix Brand Group, Inc. and Mica Funding, LLC, dated July 22, 2005 Exhibit 99.2(2) Independent Auditors' Report; Consolidated and Combined Balance Sheet at December 31, 2004 and 2003; Consolidated and Combined Statement of Income and Changes in Member's Equity for the years ended December 31, 2004 and 2003; Consolidated and Combined Statement of Cash Flows for the years ended December 31, 2004 and 2003; Notes to the Consolidated and Combined Financial Statements Exhibit 99.3(2) Unaudited Consolidated and Combined Balance Sheets at June 30, 2005; Unaudited Consolidated and Combined Statements of Income and Changes in Member's Equity for the six months ended June 30, 2005 and 2004; Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2005 and 2004; Notes to the Unaudited Consolidated and Combined Financial Statements Exhibit 99.4(2) Pro forma Consolidated Balance Sheets at June 30, 2005; Pro forma Consolidated Statements of Operations for the six months ended June 30, 2005; Pro forma Consolidated Statements of Operations for the year ended December 31, 2004 - ----------------- 1. Previously filed with Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2005. 2. Previously filed with Registrant's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on October 7, 2005. 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. ICONIX BRAND GROUP, INC. (Registrant) By: /s/ Warren Clamen ------------------------------------- Warren Clamen Chief Financial Officer Date: October 14, 2005 EX-23 2 v027253_ex23.txt Exhibit 23 Consent of Independent Registered Public Accounting Firm Iconix Brand Group, Inc. New York, New York We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-96985, 333-116716 and 333-120581) and on Form S-8 (Nos. 333-27655, 333-49178, 333-68906, 333-75658 and 333-127416) of Iconix Brand Group, Inc. of our report dated October 6, 2005, relating to the consolidated financial statements of JBC Holdings, LLC and Subsidiaries for the years ended December 31, 2004 and 2003, included in the Current Report on Form 8-K/A of Iconix Brand Group, Inc. for the event dated July 22, 2005. /s/ BDO Seidman, LLP BDO Seidman, LLP New York, New York October 7, 2005 -----END PRIVACY-ENHANCED MESSAGE-----