UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2005
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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)
1450 Broadway, 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 September 22, 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 September 16, 2005
acquisition of substantially all of the assets of Rampage Licensing, LLC, a
California limited liability company. The Registrant is filing this amendment to
the Form 8-K to include the financial statements and pro forma financial
information described in Item 9.01 below.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Audited Financial Statements of Rampage Licensing, LLC:
(Filed herewith as Exhibit 99.2)
Index to Financial Statements
Independent Auditors' Report
Balance Sheet at December 31, 2004
Statement of Income for the year ended December 31, 2004
Statement of Members' Equity (Deficit) for the year ended December 31,
2004
Statement of Cash Flows for the year ended December 31, 2004
Notes to Financial Statements
Independent Auditors' Report on Supplementary Information
Supplementary Information - Schedule of Operating Expense (unaudited)
Unaudited Financial Statements of Rampage Licensing, LLC:
(Filed herewith as Exhibit 99.3)
Index to Financial Statements
Accountants' Report
Unaudited Balance Sheet at June 30, 2005
Unaudited Statements of Income for the six months ended June
30, 2005 and 2004
Unaudited Statements of Members' Equity (Deficit) for the six months
ended June 30, 2005 and 2004
Unaudited Statements of Cash Flows for the six months ended June 30,
2005 and 2004
Notes to the Unaudited Financial Statements
(b) Pro Forma Financial Information (Filed herewith as Exhibit 99.4)
Introduction
Notes to Unaudited Pro Forma Consolidated Financial Statements
Pro forma Consolidated Balance Sheet at June 30, 2005
Pro forma Consolidated Statement of Operations for the six months
ended June 30, 2005
Pro forma Consolidated Statement of Operations for the periods ended
December 31, 2004
(d) Exhibits
Exhibit 2.1* - Asset Purchase Agreement dated September 16, 2005 by
and among the Registrant, Rampage Licensing LLC, Rampage.com,
LLC, Rampage Clothing Company, Larry Hansel, Bridgette Hansel
Andrews, Michelle Hansel, Paul Buxbaum and David Ellis.
Exhibit 4.1* - Third Amended and Restated Indenture dated as of
September 1, 2005 by and among IP Holdings LLC, as issuer, and
Wilmington Trust Company, as Trustee.
Exhibit 23.1 - Consent of Cohn Handler & Co. relating to the financial
information and the supplementary information of Rampage for the
year ended December 31, 2004.
Exhibit 23.2 - Consent of Cohn Handler & Co. relating to the financial
information of Rampage for the six months ended June 30, 2005.
Exhibit 99.1* - Note Purchase Agreement by and among IP Holdings LLC,
Iconix Brand Group, Inc. and Mica Funding, LLC, dated September
16, 2005.
Exhibit 99.2 Independent Auditors' Report; Consolidated and Combined
Balance Sheet at December 31, 2004; Consolidated and Combined
Statement of Income and Changes in Member's Equity for the years
ended December 31, 2004; Consolidated and Combined Statement of
Cash Flows for the year ended December 31, 2004; Notes to the
Consolidated and Combined Financial Statements.
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; Unaudited Combined Statements of Cash Flows for
the six months ended June 30, 2005; Notes to the Unaudited
Consolidated and Combined Financial Statements
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
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* Previously filed with Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 22, 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/ Neil Cole
Neil Cole
President and Chief Executive Officer
Date: December 2, 2005