Unassociated Document
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): February
19, 2008
ICONIX
BRAND GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-10593
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11-2481093
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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1450
Broadway, New York, NY
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02
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Results
of
Operations and Financial
Condition. |
On
February 20, 2008,
the
Registrant issued a press release announcing its financial results for the
fiscal quarter and year ended December 31, 2007. As noted in the press release,
the Registrant has provided certain non-U.S. generally accepted accounting
principles (“GAAP”) financial measures, the reasons it provides such measures
and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures.
Readers should consider non-GAAP measures in addition to, not as a substitute
for, measures of financial performance prepared in accordance with U.S. GAAP.
A
copy of the Registrant’s press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant
to the terms of the previously disclosed employment agreement entered into
on
January 28, 2008, by the Registrant and its Chairman of the Board, President
and
Chief Executive Officer, Neil Cole, on February 19, 2008, Mr. Cole was granted
1,181,684 time-vested restricted common stock units (the “RSUs”) and 571,150
performance-based restricted common stock units (the “PSUs”) under the
Registrant’s 2006 Equity Incentive Plan (“Plan”). Under the employment agreement
Mr. Cole will be granted an additional 216,639 PSUs if the Registrant’s
stockholders approve an increase in the number of shares of the Registrant’s
common stock under either the Plan or another incentive plan that would cover
the grants. As previously disclosed, the RSUs will
vest
in five substantially equal annual installments commencing on December 31,
2008,
subject to Mr. Cole’s continuous employment with the Company on the applicable
vesting date, and the PSUs will be subject to vesting based on the Company’s
achievement of certain designated performance goals. Both the RSUs and PSUs
are
subject to forfeiture upon the termination of Mr. Cole’s employment under
certain circumstances. The Registrant has also determined that pursuant to
the
terms of his prior employment, Mr. Cole is entitled to incentive bonuses
totaling $649,000 with respect to the fiscal year ended December 31, 2007.
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Item
9.01
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Financial
Statements and Exhibits |
(d)
Exhibits.
| Exhibit 99.1 |
Press Release of Iconix Brand Group, Inc. dated
February
20, 2008. |
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.
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ICONIX BRAND GROUP, INC. |
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(Registrant)
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By: |
/s/ Warren
Clamen |
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Warren
Clamen
Chief
Financial Officer
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Date:
February 25, 2008