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.
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(Exact name of registrant as specified in its charter)
Delaware 0-10593 11-2481093
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
215 West 40th Street, New York, NY 10018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 730-0030
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Not Applicable
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(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
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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
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Warren Clamen
Chief Financial Officer
Date: October 14, 2005