UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
ICONIX BRAND GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
451055 10 7
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(CUSIP Number)
Ethan Seer, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5393
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 2, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
SCHEDULE 13D
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CUSIP NO. 451055 10 7 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
NEIL COLE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
` (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 4,321,075 (includes 3,885,875 shares
PERSON WITH issuable upon exercise of options)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
4,321,075 (includes 3,885,875 shares
issuable upon exercise of options)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,321,075 (includes 3,885,875 shares issuable upon
exercise of options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 5 Pages
This Amendment No. 6 amends and supplements the Schedule 13D, as
previously amended, heretofore filed by Neil Cole (the "Reporting Person") with
the Securities and Exchange Commission with respect to the shares of common
stock of Iconix Brand Group, Inc. as follows:
Item 1. Security and Issuer
This statement relates to the common stock, $.001 par value, ("Iconix
Common Stock") of Iconix Brand Group, Inc.(formerly, Candie's, Inc.), a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 1450 Broadway, New York, NY 10018.
Item 2. Identity and Background
This statement is filed by Neil Cole. The business address of the
Reporting Person is c/o Iconix Brand Group, Inc., 1450 Broadway, New York, NY
10018.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
Beneficial ownership is calculated based upon 39,183,065 shares of Iconix
Common Stock outstanding on June 13, 2006.
As of the date of this Amendment No. 6 the Reporting Person beneficially
owned 4,321,075 shares of Iconix Common Stock, representing 10.0% (calculated in
accordance with the instructions to Schedule 13D) of the issued and outstanding
shares of Iconix Common Stock. Said securities consist of (i) 415,200 shares
owned directly by the Reporting Person; (ii) 20,000 shares beneficially owned by
the Reporting Person which the Reporting Person placed in a custodial account
for the benefit of his minor children; and (iii) 3,885,875 shares of Iconix
Common Stock issuable upon exercise of options that are exercisable within 60
days from the date hereof (including the options referred to in subsection (c)
below). The beneficial ownership of Iconix Common Stock by the Reporting Person
does not include: (i) any Escrow Shares (defined below), (ii) any shares held in
the Company's 401(K) Savings Plan for the account of the Reporting Person (over
which the Reporting Person has neither the right to vote nor the right to
dispose) or (iii)any shares of Iconix Common Stock owned by Sweet Sportswear,
Inc. which has previously granted an irrevocable proxy with respect to certain
shares of Iconix Common Stock owned by it in favor of the Reporting Person
and/or such other members of the Company's Board designated from time to time by
a majority of the Company's Board, to vote at any meeting of the Company's
stockholders or provide consent in lieu of a meeting, as the case may be, but
only in favor of a matter approved by the Board or otherwise at the direction of
the Board.
Page 3 of 5 Pages
(c) Since the date of Amendment No. 5 to the Schedule 13D previously filed
by the Reporting Person, the Company granted to the Reporting Person on December
28, 2005 ten-year immediately exercisable options to purchase 200,000 shares of
Iconix Common Stock at $10.00 per share and the Reporting Person has gifted
shares of Iconix Common Stock to various charitable organizations. In addition,
in April and June 2005, the Reporting Person borrowed funds pursuant to loan
agreements and pledged and delivered an aggregate of 400,000 shares of Iconix
Common Stock (the "Escrow Shares") to an attorney designated as escrow agent by
the lender. In April 2006, the Reporting Person initiated prepayment of the
loans, as permitted by the loan agreements, and subsequently, in June 2006,
obtained information that without the Reporting Person's knowledge and in the
absence of any default, the Escrow Shares were improperly released from the
purported escrow account and sold by the escrow agent in 2005. The Reporting
Person is continuing to investigate this matter.
Page 4 of 5 Pages
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: June 22, 2006
/s/ Neil Cole
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NEIL COLE
Page 5 of 5 Pages