S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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
(Address of principal executive offices)	(Zip Code)

Iconix Brand Group, Inc. Amended and Restated 2009 Equity Incentive Plan

(Full title of the plan)

Neil Cole, Chief Executive Officer and President

Iconix Brand Group, Inc.

1450 Broadway

New York, New York 10018

(Name and address of agent for service)

(212) 730-0030

(Telephone number, including area code, of agent for service)

Copy to:

Robert J. Mittman, Esq.

Kathleen A. Cunningham, Esq.

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $.001 per share	4,000,000 (3)	$18.29	$73,160,000	$9,979.02

(1) Represents shares issuable under the registrant’s Amended and Restated 2009 Equity Incentive Plan (“2009 Plan”) as a result of the amendment and restatement of the 2009 Plan approved by stockholders of the registrant on August 15, 2012 (the “Amendment”).

(2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, based upon the average of the high and low prices for the registrant’s common stock as quoted on Nasdaq on October 3, 2012.

(3) Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also registers an indeterminate number of shares of common stock which may be issued pursuant to the anti-dilution provisions of the registrant’s 2009 Plan.

Pursuant to General Instruction E of Form S-8, the registrant hereby makes the following statement:

This Registration Statement on Form S-8 is being filed by the registrant to register an additional 4,000,000 shares of its common stock which are issuable upon the exercise of options and upon the grant of restricted stock and other stock-based awards available for grant under the 2009 Plan, pursuant to the Amendment authorized by the stockholders of the registrant on August 15, 2012. These 4,000,000 shares are in addition to the 3,000,000 shares of the registrant’s common stock which were previously registered pursuant to the registrant’s Registration Statement on Form S-8 (Commission File No. 333-161419) filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2009 (the “Prior Registration Statement”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1	The Iconix Brand Group, Inc. Amended and Restated 2009 Equity Incentive Plan (incorporated by reference from Annex A to the Schedule 14A filed with the SEC by the registrant on July 6, 2012)
5	Opinion of Blank Rome LLP
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm of Iconix Brand Group, Inc.
23.2	Consent of Blank Rome LLP (included in Exhibit 5)
24	Power of Attorney (included on the Signature Page of this Registration Statement)

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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on October 5, 2012.

ICONIX BRAND GROUP, INC.
By:	/s/ Neil Cole
	Name: Neil Cole
	Title: Chief Executive Officer and President

Each person whose signature appears below authorizes each of Neil Cole and Warren Clamen, or either of them acting individually, as his true and lawful attorney-in-fact, each with full power of substitution, to sign the Registration Statement on Form S-8 of Iconix Brand Group, Inc., including any and all post-effective amendments, in the name and on behalf of each such person, individually and in each capacity stated below, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date stated.

Name	Title	Date
/s/ Neil Cole	Chairman of the Board, Chief Executive Officer and Director	October 5, 2012
Neil Cole	(Principal Executive Officer)
/s/ Warren Clamen	Chief Financial Officer	October 5, 2012
Warren Clamen	(Principal Financial and Accounting Officer)
/s/ Barry Emanuel	Director	October 5, 2012
Barry Emanuel
/s/ Drew Cohen	Director	October 5, 2012
Drew Cohen
/s/ F. Peter Cuneo	Director	October 5, 2012
F. Peter Cuneo
/s/ Mark Friedman	Director	October 5, 2012
Mark Friedman
/s/ James A. Marcum	Director	October 5, 2012
James A. Marcum
/s/ Laurence N. Charney	Director	October 5, 2012
Laurence N. Charney

II-2

Exhibit Index

Exhibit No.	Description
4.1	The Iconix Brand Group, Inc. Amended and Restated 2009 Equity Incentive Plan (incorporated by reference from Annex A to the Schedule 14A filed with the SEC by the registrant on July 6, 2012)
5	Opinion of Blank Rome LLP
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm of Iconix Brand Group, Inc.
23.2	Consent of Blank Rome LLP (included in Exhibit 5)
24	Power of Attorney (included on the Signature Page of this Registration Statement)

EX-5

Exhibit 5

October 5, 2012

Iconix Brand Group, Inc.

1450 Broadway

New York, New York 10018

Gentlemen and Ladies:

You have requested our opinion with respect to the offering by you, Iconix Brand Group, Inc., a Delaware corporation (the “Company”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) to be filed under the Securities Act of 1933, as amended (the “Act”), of up to 4,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable upon the exercise of options or upon the grant of other stock-based awards (collectively, the “Plan Awards”) available for future grant under the Company’s Amended and Restated 2009 Equity Incentive Plan, as amended (the “Plan”), as a result of an amendment to the Plan approved by the stockholders of the Company on August 15, 2012.

In rendering this opinion, we have examined only the following documents: (i) the Company’s Certificate of Incorporation, as amended; (ii) the Company’s Restated and Amended Bylaws, as amended; (iii) resolutions adopted by the Board of Directors; (iv) the Plan; and (v) a certificate of certain officers of the Company. 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 documents and records examined and the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies.

In rendering this opinion, we have assumed that (i) the Shares will be issued in accordance with the terms and conditions of the Plan and the Plan Awards, (ii) at the time of issuance of any Shares, there shall be a sufficient number of duly authorized and unissued shares of the Company’s common stock to accommodate the issuance of the Shares and (iii) the per share consideration received by the Company in exchange for the issuance of any Shares shall not be less than the par value per share of the Company’s common stock.

This opinion is limited to the laws of the State of Delaware. In rendering this opinion, we have assumed compliance with all other laws, including federal laws and state securities laws.

Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that:

The Shares, when sold, paid for and issued as contemplated by the terms of the Plan and the Plan Awards, will be validly issued, fully paid and nonassessable.

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

We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder.

Very truly yours,

/s/ Blank Rome LLP

BLANK ROME LLP

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 of our reports dated February 29, 2012, relating to the consolidated financial statements, the effectiveness of Iconix Brand Group, Inc.’s internal control over financial reporting, and schedule of Iconix Brand Group, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

New York, New York

October 5, 2012