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):
December 15, 2006
ICONIX
BRAND GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-10593
|
11-2481093
|
|
(State
or Other
|
(Commission
|
(IRS
Employer
|
|
Jurisdiction
of
|
File
Number)
|
Identification
No.)
|
|
Incorporation)
|
|
|
| |
|
|
1450
Broadway, New York, NY
|
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):
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
2.01 Termination of a Material Definitive Agreement
On
December 15, 2006 Iconix Brand Group, Inc. (the “Company”) caused a portion of
the proceeds of its public offering of common stock that was consummated on
December 13, 2006 (the “Offering”)to be used to repay the $90.0 million
principal amount of indebtedness and accrued unpaid interest outstanding under
the secured note (the “Secured Note”) issued by the Company’s subsidiary,
Mossimo Holdings LLC, to Merrill Lynch Mortgage Capital Inc. (“Merrill Lynch
Capital”) on October 31, 2006 pursuant to the Loan and Security Agreement
(defined below) in connection with the Company’s acquisition of Mossimo, Inc. As
a result of such payment the Loan and Security Agreement among Mossimo Holdings
LLC, Mossimo Management LLC and Merrill Lynch Capital (the “Loan and Security
Agreement”) and the related Secured Note were terminated (although the
indemnification and contributions provisions of the Loan and Security Agreement
survive termination of that agreement).
On
December 20, 2006 the Company used a portion of the proceeds of the Offering
to
repay the $44.0 million principal amount of indebtedness and accrued unpaid
interest outstanding under the secured note issued by the Company as part of
the
purchase price for the Ocean Pacific brand acquisition (the “OP Note”). As a
result of such payment the OP Note, a related registration rights agreement
and
the Limited Recourse Guaranty and Security Agreement made as of November 6,
2006
by the Company and OP Holdings LLC, a subsidiary of the Company, in favor of
Ocean Pacific
Apparel Corp. were terminated.
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
Chief
Executive Officer
Date:
December 21, 2006