Delaware
|
11-2481903
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification
|
|
of
incorporation or organization)
|
No.)
|
|
1450
Broadway, New York, New York
|
10018
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
CALCULATION
OF REGISTRATION FEE
|
||||
Title
of Each Class
of
Securities to be
Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Aggregate
Offering
Price
Per
Share(3)
|
Proposed
Maximum
Offering
Price
(3)
|
Amount
of
Registration
Fee
|
Common
Stock, par value $.001 per share(2)
|
2,000,000
shares
|
$18.07
|
$
36,140,000
|
$3,866.98
|
·
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2005,
filed
with the SEC on March 21, 2006;
|
·
|
Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2005,
filed
with the SEC on September 28 2006;
|
·
|
Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2006,
filed
with the SEC on May 10, 2006;
|
·
|
Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2006,
filed
with the SEC on August 10, 2006;
|
·
|
Current
Reports on Form 8-K filed with the SEC on January 5, 2006, April
6, 2006,
April 17, 2006 and April 27, 2006, June 8, 2006, August 15, 2006,
August
17, 2006 August 24, 2006, September 1, 2006 and September 28, 2006
and
amendments to Current Reports on Form 8-K/A filed with the SEC on
October
7, 2005, October 14, 2005, December 2, 2005 and June 27, 2006;
and
|
·
|
The
description of the registrant’s common stock and its preferred share
purchase rights contained in its Registration Statements on Form
8-A,
filed with the SEC and all amendments or reports filed by the registrant
for the purpose of updating those
descriptions.
|
Exhibit
No.
|
Description
|
5
|
Opinion
of Blank Rome LLP
|
23.1
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
of
Iconix Brand Group, Inc.
|
23.2
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
of JBC
Holdings, LLC
|
23.3
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
of Mudd
(USA) LLC
|
23.4
|
Consents
of Cohn Handler & Co. (related to the financial information for
Rampage)
|
23.5
|
Consent
of Blank Rome LLP (included in Exhibit 5)
|
24
|
Power
of Attorney (included on the Signature Page of this Registration
Statement)
|
ICONIX
BRAND GROUP, INC.
|
||
By:
|
/s/
Neil Cole
|
|
Neil
Cole
|
||
Chief Executive Officer and
|
||
President
|
Signature
|
Title
|
Date
|
|
/s/
Neil Cole
|
Chief
Executive Officer,
|
October
17, 2006
|
|
Neil
Cole
|
President
and Director (Principal Executive Officer)
|
|
|
/s/
Warren Clamen
|
Chief
Financial Officer
|
October
17, 2006
|
|
Warren
Clamen
|
(Principal
Financial and Accounting Officer)
|
|
|
/s/
Barry Emanuel
|
Director
|
October
17, 2006
|
|
Barry
Emanuel
|
|
||
/s/
Steven Mendelow
|
Director
|
October
17, 2006
|
|
Steven
Mendelow
|
|
||
/s/
Michael _Groveman
|
Director
|
October
17, 2006
|
|
Michael
Groveman
|
|
||
/s/
Drew Cohen
|
Director
|
October
17, 2006
|
|
Drew
Cohen
|
|
Exhibit
No.
|
Description
|
5
|
Opinion
of Blank Rome LLP
|
23.1
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
of
Iconix Brand Group, Inc.
|
23.2
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
of JBC
Holdings, LLC
|
23.3
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
of Mudd
(USA) LLC
|
23.4
|
Consents
of Cohn Handler & Co. (related to the financial information for
Rampage)
|
23.5
|
Consent
of Blank Rome LLP (included in Exhibits 5 hereto)
|
24
|
Power
of Attorney (included on the Signature Page of this Registration
Statement)
|