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):
October 31, 2006
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, New York
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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))
Item
1.01 Entry into a Material Definitive Agreement
Item
2.01 Completion of Acquisition or Disposition of Assets
On
October 31, 2006, Iconix Brand Group, Inc., a Delaware corporation (the
“Registrant”), completed its acquisition of Mossimo, Inc., a Delaware
corporation (“Mossimo”). Pursuant to an Agreement and Plan of Merger, dated as
of March 31, 2006 (the “Merger Agreement”), among the Registrant, Moss
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Registrant (“Acquisition Sub”), Mossimo and Mossimo Giannulli, the founder,
majority stockholder and Co-Chief Executive Officer of Mossimo, Mossimo merged
with and into Acquisition Sub. In connection with the merger, Acquisition Sub,
which continued as the surviving corporation and a wholly-owned subsidiary
of
the Registrant, changed its name to Mossimo, Inc.
In
accordance with the terms of the Merger Agreement, each outstanding share of
Mossimo common stock outstanding as of the effective time was converted into
the
right to receive (i) 0.2271139 of a share of the Registrant’s common stock and
(ii) $4.25 in cash. The aggregate consideration paid equaled 3,608,810 shares
of
the Registrant’s common stock and approximately $67.5 million in cash. In
addition, the Registrant may be required to issue, pursuant to certain
non-transferable contingent share rights set forth in the Merger Agreement,
an
aggregate of up to 40,964 additional shares of the Registrant’s common stock to
former holders of Mossimo common stock after the first anniversary of the merger
if the Registrant’s common stock does not close at or above $18.71 for at least
20 consecutive trading days during the year following the merger.
On
October 31, 2006, Mossimo Holdings entered into a Loan and Security Agreement
(the “ Loan and Security Agreement”) with Mossimo Management LLC and Merrill
Lynch Mortgage Capital Inc. (“Merrill Lynch”) pursuant to which Merrill Lynch
loaned to Mossimo Holdings $90,000,000 (the “Loan”) for a period through the
facility termination date of December 18, 2008. The Loan, which bears interest at the Index Rate defined in the Loan and Security Agreement plus 5.125%, is secured by a
lien on the Assets. In connection with the transaction, Mossimo Holdings made
a
distribution of $89,000,000 to its sole member on account of such member’s
capital account in Mossimo Holdings, and such member then paid the same amount
to the Registrant as a dividend on account of the Registrant’s capital stock in
such member. The Registrant used the amount paid to it to fund, together with
the existing cash resources of the Registrant and Mossimo, the cash portion
of
the merger consideration, and to provide for a $33,000,000 payment to Cherokee
Inc. pursuant to a termination
and settlement agreement with Cherokee
(which
is more fully described in the Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on April 27, 2006) in
addition to certain royalties owed, as well as to pay certain costs and expenses
relating to the consummation of the merger.
The
payment of the principal of and interest on the Loan will be made from amounts
received by Mossimo Holdings under license agreements with various licensees
of
the Assets. The Registrant has guaranteed to Merrill Lynch the full and prompt
payment when due of the principal of and interest on the Loan pursuant to a
Guaranty dated as of October 31, 2006 (the “Guaranty”) made by the Registrant to
Merrill Lynch. Except for the Guaranty, the Registrant is not obligated,
and the Registrant’s assets are not available, to pay any amounts with respect
to the Loan if amounts received under such license agreements are insufficient
to make such payments. Mossimo Holdings’ assets are not available to pay any
obligations of the Registrant.
The
descriptions of the merger and the Loan, as well as descriptions of the Merger
Agreement, the Loan and Security Agreement and the Guaranty (collectively,
the
“Mossimo Transaction Documents”) do not purport to be complete and are qualified
in their entirety by reference to the full text of the Mossimo Transaction
Documents, which are filed as exhibits to this Current Report on Form 8-K and
incorporated herein by reference. Each of the Mossimo Transaction Documents
has
been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information
about the Registrant or the other parties thereto. Each of the Merger Agreement
and Loan and Security Agreement contains representations and warranties the
parties thereto made to, and solely for the benefit of, the other parties
thereto. Accordingly, investors and security holders should not rely on the
representations and warranties as characterizations of the actual state of
facts, since they were only made as of the date of such agreement. In addition,
the Merger Agreement and the Loan and Security Agreement are modified by their
underlying disclosure schedules. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of such
agreement, which subsequent information may or may not be fully reflected in
the
Registrant’s public disclosures.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
of a Registrant
The
information disclosed in Item 1.01 of this Current Report on Form 8-K with
respect to the Loan and Security Agreement and related Guaranty in respect
of
the financing of the acquisition of Mossimo is hereby incorporated into this
Item 2.03.
Item
9.01 Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Businesses
Acquired
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The
required financial statements will be filed by amendment to this Current Report
on Form 8-K no later than 71 days after the deadline for filing this
report.
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Pro
Forma Financial Information
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The
required pro forma financial information will be filed by amendment to this
Current Report on Form 8-K no later than 71 days after the deadline for
filing this report.
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Exhibit
2.1* |
Agreement
and Plan of Merger dated as of March 31, 2006 by and among the Registrant,
Moss Acquisition Corp., Mossimo, and Mossimo Giannulli.
(1)
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Exhibit
10.1 |
Registration
Rights Agreement dated October 31, 2006 by and among the Registrant,
Mossimo Giannulli and Edwin Lewis.
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Exhibit
10.2* |
Loan
and Security Agreement dated as of October 31, 2006 among Mossimo
Holdings
LLC, Mossimo Management LLC, and Merrill Lynch Mortgage Capital Inc.,
as
agent and lender.
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Exhibit
10.3 |
Guaranty
dated as of October 31, 2006 by the Registrant in favor of Merrill
Lynch
Mortgage Capital Inc., as agent.
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Exhibit
99.1 |
Form
of global certificate in respect of non-transferable contingent share
rights.
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Exhibit
99.2 |
Lock-up
Agreement dated October 31, 2006 by and among the Registrant, Moss Acquisition
Corp., Mossimo Giannulli and Edwin
Lewis.
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Exhibit
99.3 |
Agreement
for Creative Director Services dated as of October 31, 2006 by and
among
the Registrant, Mossimo, Inc. and Mossimo
Giannulli.
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* |
The
Registrant has omitted certain schedules and exhibits
pursuant to Item 601(b)(2) of Regulation S-K and shall furnish
supplementally to the SEC copies of any of the omitted
schedules
and exhibits upon request by the
SEC.
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(1) |
Previously
filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with
the SEC on April 6, 2006 (SEC Accession No. 0000950117-06-001668)
and
incorporated by reference herein.
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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.
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ICONIX
BRAND GROUP, INC.
(Registrant)
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By: |
/s/ Neil Cole |
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Neil
Cole |
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President
and Chief Executive Officer
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Date:
November 6, 2006