S-3MEF

As filed with the Securities and Exchange Commission on December 8, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	11-2481903
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

1450 Broadway

New York, New York 10018

Telephone: (212) 730-0030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Neil Cole, Chief Executive Officer

Iconix Brand Group, Inc.

1450 Broadway

New York, New York 10018

Telephone: (212) 730-0030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert J. Mittman, Esq. Elise M. Adams, Esq. Blank Rome LLP 405 Lexington Avenue New York, NY 10174 Telephone: (212) 885-5555 Facsimile: (212) 885-5001 Robert Evans, Esq. Shearman & Sterling, LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:    As soon as practicable on or after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-138582

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413 (b) under the Securities Act, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Proposed maximum aggregate offering price(1)		Amount of registration fee(2)(3)
Common Stock, par value $.001 per share(4)	$	30,151,575	$	3,226.22

(1) In accordance with Rule 457(o) under the Securities Act of 1933, as amended, the number of shares being registered and the proposed maximum offering price per share are not included in this table.

(2) Calculated pursuant to Rule 457(o) under the Securities Act.

(3) The Registrant certifies to the Securities and Exchange Commission (the “Commission”) that it has instructed its bank to pay the Commission the filing fee set forth above for the additional securities being registered hereby by wire transfer as soon as practicable (but in any event no later than the close of business on December 11, 2006), that it will not revoke such instructions, and that it has sufficient funds in such account to cover the amount of such filing fee.

(4) Includes preferred share purchase rights. Prior to the occurrence of certain events, the preferred share purchase rights will not be evidenced separately from the common stock.

In accordance with Rule 462(b) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933, as amended, this Registration Statement shall become effective upon filing with the Commission.

Explanatory Note

and Incorporation of Certain information by Reference

This Registration Statement on Form S-3 relates to the public offering of common stock of Iconix Brand Group, Inc. contemplated by the Registration Statement on Form S-3 (File No. 333-138582), as amended, declared effective on December 7, 2006 by the Securities and Exchange Commission (the “Prior Registration Statement”), and is filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering an additional $30,151,575 of securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement, including the prospectus contained therein and all exhibits thereto, are incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 8, 2006.

ICONIX BRAND GROUP, INC.
By:	/S/ NEIL COLE
	Neil Cole, Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/S/ NEIL COLE Neil Cole	Chairman of the Board, Chief Executive Officer and Treasurer (Principal Executive Officer)	December 8, 2006
/S/ WARREN CLAMEN Warren Clamen	Chief Financial Officer (Principal Financial and Accounting Officer)	December 8, 2006
* Drew Cohen	Director	December 8, 2006
* Barry Emanuel	Director	December 8, 2006
* Steven Mendelow	Director	December 8, 2006
* Peter Cuneo	Director	December 8, 2006
* Mark Friedman	Director	December 8, 2006

*By: /S/ NEIL COLE Neil Cole Attorney-in-fact December 8, 2006

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EXHIBIT INDEX

Number		Exhibit Title
5		Opinion of Blank Rome LLP.
23.1		Consent of BDO Seidman, LLP, independent registered public accounting firm of Iconix Brand Group, Inc.
23.2		Consent of BDO Seidman, LLP, independent registered public accounting firm of JBC Holdings, LLC.
23.3		Consent of BDO Seidman, LLP, independent registered public accounting firm of Mudd (USA) LLC.
23.4		Consent of KPMG LLP, independent registered public accounting firm of Mossimo, Inc.
23.5		Consents of Cohn Handler & Co. (related to the financial information for Rampage).
23.6		Consent of Blank Rome LLP (included in Exhibit 5).
24	*	Power of Attorney (included on the signature page of the Registration Statement).

* Previously filed in connection with Registration Statement on Form S-3 (File No. 333-138582) and incorporated herein by reference.

EX-5

Exhibit 5

December 7, 2006

Iconix Brand Group, Inc.

1450 Broadway

New York, NY 10018

Re: Iconix Brand Group, Inc. Registration Statement on Form S-3

Gentlemen and Ladies:

We have acted as counsel to Iconix Brand Group, Inc., a Delaware corporation (“Iconix”), in connection with the Registration Statement on Form S-3 filed by Iconix with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) (the “Registration Statement”) relating to the offer and sale by Iconix of an aggregate of up to $25,781,250 of shares of common stock, $0.001 par value per share, of Iconix (the “Common Stock”) and the offer and sale by the selling stockholders (the “Selling Stockholders”) named in the Registration Statement of an aggregate of up to $437,512.50 of shares of Common Stock (the “Selling Stockholder Shares”), and an additional aggregate amount of up to $3,932,812.50 of shares of Common Stock to be sold if the Underwriters exercise their over-allotment option (collectively, the “Shares”). This opinion is furnished pursuant to the requirements of Item 601(b) (5) of Regulation S-K.

In rendering this opinion, we have examined only the documents listed on Exhibit “A” attached hereto. We have not performed any independent investigation other than the document examination described. Our opinion is therefore qualified in all respects by the scope of that document examination. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all certificates, documents and records examined and the genuineness of all signatures. This opinion is limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that (i) the Shares to be sold by Iconix, when sold in the manner and for the consideration contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable; and (ii) the Selling Stockholder Shares are validly issued, fully-paid and non-assessable.

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

Iconix Brand Group, Inc.

Page -2-

December 7, 2006

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus, which is part of the Registration Statement.

Very truly yours;

/s/ Blank Rome LLP

BLANK ROME LLP

EXHIBIT “A”

1. Iconix’ Certificate of Incorporation.

2. Iconix’ Amended and Restated Bylaws.

3. Resolutions adopted by the Board of Directors of Iconix relating to the offering and sale of its common stock by Iconix and the Selling Stockholders pursuant to the Registration Statement.

4. Resolutions adopted by members of the Offering Committee of the Board of Directors of Iconix.

5. The Registration Statement.

6. Officer’s Certificate of Iconix.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Iconix Brand Group, Inc.

New York, New York

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and our report dated March 20, 2006, except for Note 19 which is as of September 27, 2006, relating to the consolidated financial statements and our report dated March 20, 2006 relating to the effectiveness of Iconix Brand Group, Inc.’s internal control over financial reporting and our report dated March 20, 2006 relating to the financial statement schedule included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2005, included and incorporated by reference in the Registration Statement (Form S-3 No. 333-138582) and related prospectus of Iconix Brand Group, Inc.

New York, New York

December 7, 2006

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Iconix Brand Group, Inc.

New York, New York

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated October 7, 2005, relating to the consolidated financial statements of JBC Holdings, LLC and Subsidiaries, appearing in the Company’s Report on Form 8-K/A for the event dated July 22, 2005, incorporated by reference in the Registration Statement (Form S-3 No. 333-138582) and related Prospectus of Iconix Brand Group, Inc. and of the reference to our firm under the caption “Experts” that is included in such Prospectus.

New York, New York

December 7, 2006

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

Iconix Brand Group, Inc.

New York, New York

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated June 23, 2006, relating to the Statement of Assets Sold and Statement of Revenues and Direct Operating Expenses of Assets Sold of Mudd (USA) LLC appearing in the Company’s Report on Form 8-K/A for the event dated April 11, 2006, incorporated by reference in the Registration Statement (Form S-3 No. 333-138582) and related Prospectus of Iconix Brand Group, Inc. and of the reference to our firm under the caption “Experts” that is included in such Prospectus.

New York, New York

December 7, 2006

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Iconix Brand Group Inc.

We consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and of our report dated March 24, 2006, with respect to the consolidated balance sheets of Mossimo, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005, included in the Registration Statement on Form S-3 (No. 333-138582) and related Prospectus of Iconix Brand Group, Inc.

/s/ KPMG LLP

Los Angeles, California

December 7, 2006

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Iconix Brand Group Inc.

New York, New York

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and of our report dated September 13, 2005, relating to the financial statements of Rampage Licensing, LLC for the year ended December 31, 2004 and our report dated September 13, 2005, relating to the supplementary information included in the Current Report on Form 8-K/A of Iconix Brand Group, Inc. for the event dated September 16, 2005, each incorporated by reference in the Registration Statement (Form S-3 No. 333-138582) and related Prospectus of Iconix Brand Group, Inc.

Cohn Handler & Co.

An Accountancy Corporation

Los Angeles, California

December 7, 2006

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Iconix Brand Group Inc.

New York, New York

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of the reference to our firm under the caption “Experts” and of our report dated November 8, 2005, relating to the financial statements of Rampage Licensing, LLC for the six months ended June 30, 2005 included in the Current Report on Form 8-K/A of Iconix Brand Group, Inc. for the event dated September 16, 2005, each incorporated by reference in the Registration Statement (Form S-3 No. 333-138582) and related Prospectus of Iconix Brand Group, Inc.

Cohn Handler & Co.

An Accountancy Corporation

Los Angeles, California

December 7, 2006