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): May 24, 2013
ICONIX BRAND GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
0-10593 |
11-2481903 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 1450 Broadway, New York, New York |
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)) |
| Item 8.01 | Other Information. |
On May 24, 2013, Iconix Brand Group, Inc. (the “Company”) issued a press release announcing its purchase of the 49% minority interest in IP Holdings Unltd LLC (“IPHU”), owner of the Ecko Unltd., Marc Ecko Cut & Sew and related trademarks. Previously, the Company held a 51% controlling interest in IPHU. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On May 30, 2013, the Company paid to the holders of a promissory note approximately $52.7 million, representing total outstanding principal and accrued interest to date. This promissory note was issued by IPHU in connection with the Company’s original acquisition of a 51% interest in the Ecko and Zoo York brands and related assets in October 2009.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of Iconix Brand Group, Inc. dated May 24, 2013. | |
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 hereunto duly authorized.
| ICONIX BRAND GROUP, INC. (Registrant) | ||
| By: |
/s/ Warren Clamen | |
|
| ||
| Name: Warren Clamen | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Date: May 31, 2013
Exhibit 99.1
FOR IMMEDIATE RELEASE
Iconix Acquires The Remaining 49% Interest In Ecko Unltd., and Marc Ecko Cut & Sew
Existing Core Licensee MEE Apparel LLC (MEE) To Continue To Operate Retail Stores and International Distribution For Ecko Unltd., and Marc Ecko Cut & Sew
May 24, 2013— Iconix Brand Group, Inc. (NASDAQ: ICON) (the “Company”) announced today that it has purchased the 49% minority interest in IP Holdings Unltd LLC (“IPHU”), owner of the Ecko Unltd., Marc Ecko Cut & Sew and related trademarks. Previously, the Company held a 51% controlling interest in IPHU. Marc Ecko Enterprises (“MEE”) will continue in its role as the core apparel licensee for the brands.
“We believe there is a strong growth opportunity in the youth culture market around the world and are thrilled to increase our equity in the Ecko Unltd. and Cut & Sew brands. We look forward to continuing to work with our licensees as well as the MEE team to further expand the businesses,” commented, Neil Cole, CEO, Iconix Brand Group.
The Company paid $45 million in cash for the remaining equity in IPHU. In addition, as part of the transaction, the sellers will no longer have any obligations under a note payable by IPHU in the approximate amount of $52 million.
“We look forward to continuing our strong relationship with Iconix and being the leader in youth culture branding, merchandising and design,” said Seth Gerzsberg, CEO, MEE.
Founded in 1993, Ecko Unltd. is a lifestyle brand that quickly became the leading face of global youth culture. Marc Ecko organically built a loyal following among the new generation’s cultural icons like the Beastie Boys, Spike Lee and Chuck D and cemented a strong consumer base. Ecko Ultd is currently sold in over 5,000 stores in 60 countries and has approximately 100 stand-alone retail stores.
In 2004, the Marc Ecko Cut & Sew collection was launched blending classic tailoring with bold graphics and tasteful embellishments. It was designed for men to start dressing a little more seriously while maintaining their youthful edge. Cut & Sew is available at better department stores including Dillard’s, Macy’s and key specialty stores and its product assortment includes apparel, eyewear and footwear.
CoMetrics Partners LLC acted as the financial advisor to MEE in the transaction.
About Iconix Brand Group, Inc. Iconix Brand Group, Inc. owns, licenses and markets a growing portfolio of consumer brands including: CANDIE’S (R), BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R), RAMPAGE (R), MUDD (R), MOSSIMO (R), LONDON FOG (R), OCEAN PACIFIC (R), DANSKIN (R), ROCAWEAR (R), CANNON (R), ROYAL VELVET (R), FIELDCREST (R), CHARISMA (R), STARTER (R), WAVERLY (R), ZOO YORK (R), ED HARDY (R), SHARPER IMAGE (R), UMBRO (R), LEE COOPER (R), ECKO (R), and MARC ECKO (R). In addition, Iconix owns interests in the ARTFUL DODGER (R), MATERIAL GIRL (R), PEANUTS (R), TRUTH OR DARE (R), BILLIONAIRE BOYS CLUB (R), ICE CREAM (R), MODERN AMUSEMENT (R), and BUFFALO (R) brands. The Company licenses its brands to a network of leading retailers and manufacturers that touch every major segment of retail distribution from the luxury market to the mass market in both the U.S. and worldwide. Through its in-house business development, merchandising, advertising and public relations departments Iconix manages its brands to drive greater consumer awareness and equity.
Contact Information: Maria Dolgetta, mdolgetta@iconixbrand.com