Nevada
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer I.D. No.)
|
|
1174
Route 109
Lindenhurst,
New York 11757
|
(Address
of principal executive offices and Zip Code)
|
(631)
991-3174
|
(Registrant’s
telephone number, including area
code)
|
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14F-1 THEREUNDER
|
Number
of Shares Outstanding
|
Number
of Votes per Class
|
|||||||
Common
Stock
|
42,908,985
|
42,908,985
|
||||||
Preferred
Stock
|
1
|
85,817,970
|
||||||
Total
|
128,726,955
|
|
Title
of Class, Amount, Nature and
Percentage
of Beneficial Ownership(1)
|
|
||||||||||||||||||
Common
Stock(2)
|
Series A Preferred Stock
(3)
|
Percent
of Combined Voting
Power
of All Classes (4)
|
||||||||||||||||||
Name
and Address of Beneficial Owner
|
No.
of
Shares
|
Percent
of
Class
|
No.
of
Shares
|
Percent
Of
Class
|
||||||||||||||||
Richard
DeCicco
|
15,972,359
|
37.22%
|
|
1
|
66.7%
|
|
79%
|
|
||||||||||||
William
S. Blacker
|
100,000
|
*
|
0
|
0
|
*%
|
|
||||||||||||||
Donald
Chadwell
|
2,586,753
|
6.03%
|
|
0
|
0
|
6.03%
|
|
|||||||||||||
Edd
Cockerill
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
All
executive officers and directors, as a group (2 person)
|
15,972,359
|
37.22%
|
|
1
|
66.7%
|
|
79%
|
|
(1)
|
Unless
otherwise indicated, the persons or entities identified herein have sole
voting and investment power with respect to the shares shown as
beneficially held by them, subject to community property laws where
applicable.
|
|
(2)
|
Applicable
percentage of ownership is based on 42,908,975 shares of Common Stock
outstanding as of June 10, 2009. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Act of 1934 and
generally includes voting or investment power with respect to such
securities. Shares of Common Stock subject to securities exercisable for
or convertible into shares of Common Stock that are currently exercisable
or exercisable within sixty (60) days are deemed to be beneficially owned
by the person holding such options, warrants, rights, conversion
privileges or similar obligations, for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other
person.
|
|
(3)
|
Applicable
percentage ownership is based on one (1) share of Series A Preferred Stock
outstanding as of June 10, 2009 and calculated by taking the voting power
of the Series A as included with the class of Common
Stock.
|
|
(4)
|
Applicable
percentage of combined voting power is based on (i) 42,908,975 shares of
Common Stock, and (ii) one (1) shares of Series A Preferred Stock, which
votes together as a single class with the Common Stock on all matters
subject to stockholder approval and has voting power equal to two (2)
votes for every share of Common Stock
outstanding.
|
Name
|
Age
|
Position(s)
|
Edd
Cockerill (1)
|
53
|
Chairman,
President, CEO, CFO, Treasurer and Secretary
|
Richard
DeCicco (2)
|
52
|
Chairman,
President, CEO, Treasurer and Secretary
|
William
S. Blacker (2)
|
65
|
CFO
|
(1)
|
Resignation
will be effective ten (10) days following the mailing of this Information
Statement to the Company’s shareholders.
|
(2)
|
Appointment
will be effective ten (10) days following the mailing of this Information
Statement to the Company’s
shareholders.
|
Non-
|
Nonqualified
|
||||||||||||||||||||||||||||||||
Name
|
Equity
|
Deferred
|
All
|
||||||||||||||||||||||||||||||
and
|
Stock
|
Option
|
Incentive
|
Compensation
|
Other
|
||||||||||||||||||||||||||||
Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Plan
|
Earnings
|
Compensation
|
Total
|
|||||||||||||||||||||||||
Position
|
Year
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||||
Edd
Cockerill
President,
Treasurer
|
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||
2007
|
5,000
|
0
|
0
|
0
|
0
|
0
|
0
|
5,000
|
|||||||||||||||||||||||||
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
ICONIC
BRANDS, INC.
|
||
|
|
|
By:
|
/s/ Edd Cockerill
|
|
Edd
Cockerill
|
||
President,
CEO, CFO, Treasurer,
Secretary
and Chairman
|