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
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Date
of Report (Date of earliest event reported):
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April
26, 2010
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ICONIX
BRAND GROUP, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-10593
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11-2481903
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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1450
Broadway, New York, New York
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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)
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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))
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On April
26, 2010, Iconix Brand Group, Inc., a Delaware corporation (the “Registrant” or
“Iconix”), entered into an Interest Purchase Agreement (the “Purchase
Agreement”) with United Feature Syndicate, Inc., a New York corporation (“UFS”)
and The E.W. Scripps Company, an Ohio corporation (the “Parent”) (Parent and
UFS, collectively, the “Sellers”).
Pursuant
to the Purchase Agreement, the Registrant has agreed to buy all of the
issued and outstanding Interests (“Interests”) of Character Licensing, LLC, a
newly formed Delaware limited liability company (“CL”), which will own the
Peanuts Assets (as defined below). On or prior to the Closing Date,
Iconix will assign its right to buy all of the Interests to a joint venture (the
“JV”) owned 80% by Iconix’ wholly-owned subsidiary, Icon Entertainment LLC, a
Delaware limited liability company (“IE”), and 20% by Beagle Scout LLC,
a Delaware limited liability company (“Beagle”) owned by certain
Schulz family trusts. The Interests will be purchased by the Registrant through
the JV.
On or
prior to the date of the closing of the transactions contemplated by the
Purchase Agreement (the “Closing Date”), UFS shall
contribute and transfer to CL all of its right, title and interest in, to and
under (i) any and all of the assets used exclusively in UFS’ licensing business,
which includes the Peanuts brand and related assets; (ii) the licensing and
character representation business of United Media Licensing, a division of UFS,
which includes Dilbert and Fancy Nancy; (iii) certain assets of UFS’ syndication
and web businesses; and (iv) all of the issued and outstanding shares of each of
United Media Kabushiki Kaisha and UMNet Y.K., each a corporation formed under
the laws of Japan (collectively, the “Peanuts Assets”). In addition,
Iconix has agreed to hire certain employees of Seller as of the Closing
Date.
On
or prior to the Closing Date, IE and Beagle will enter into an operating
agreement with respect to the JV. Iconix will contribute $141,000,000
in cash to the JV in exchange for its 80% ownership interest. Beagle
will contribute $34,000,000 to the JV in cash and promissory notes.
The
purchase price for the Interests will be $175,000,000 in cash, subject to a
working capital adjustment on the Closing Date.
The
Purchase Agreement contains customary representations, warranties and covenants,
and the transactions contemplated by the Purchase Agreement are subject to
customary closing conditions, including the expiration or termination of waiting
periods applicable to the transactions contemplated in the Purchase Agreement
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
any other antitrust or similar clearance that may be required by foreign
jurisdictions. Iconix, on the one hand, and the Sellers on the other hand, have
each agreed, subject to certain limitations, to indemnify the other for damages
arising from the breach of its representations, warranties, covenants or
obligations in the Purchase Agreement.
The
description of the Purchase Agreement above does not purport to be complete and
is qualified in its entirety by reference to the full text of the Purchase
Agreement, which is filed as an exhibit to this Report. The Purchase Agreement
has been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information
about the Registrant or the other parties thereto. The Purchase Agreement
contains customary representations and warranties the parties thereto made to,
and solely for the benefit of, the other parties thereto. Accordingly, investors
and security holders should not rely on the representations and warranties as
characterizations of the actual state of facts, since they were only made as of
the date of such agreement. In addition, the Purchase Agreement is modified by
the underlying disclosure schedules. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of such agreement, which subsequent information may or may not be fully
reflected in the Registrant’s public disclosures.
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Item
2.02
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Results
of Operations and Financial Condition. and
Exhibits.
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On April
27, 2010, Iconix issued a press release announcing its financial results for the
fiscal quarter and ended March 31, 2010. As noted in the press
release, Iconix has provided certain non-U.S. generally accepted accounting
principles (“GAAP”) financial measures, the reasons it provides such measures
and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures.
Readers should consider non-GAAP measures in addition to, and not as a
substitute for, measures of financial performance prepared in accordance with
U.S. GAAP. A copy of Iconix’ press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Purchase
Agreement dated as of April 26, 2010 by and among Iconix Brand Group,
Inc., United FeatureSyndicate, Inc. and The E.W. Scripps
Company.
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99.1
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Press
Release dated April 27, 2010.
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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 hereunto
duly authorized.
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ICONIX
BRAND GROUP, INC.
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(Registrant)
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By:
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/s/ Warren Clamen
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Name:
Warren Clamen
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Title: Executive
Vice President and Chief Financial
Officer
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Date:
April 30, 2010