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): July
31, 2008
ICONIX
BRAND GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-10593
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11-2481093
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(State
or Other
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(Commission
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(IRS
Employer
|
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Jurisdiction
of
|
|
File
Number)
|
|
Identification
No.)
|
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Incorporation)
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|
|
|
|
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| 1450
Broadway, New York, NY |
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10018 |
| (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
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
2.02 |
Results
of Operations and Financial
Condition.
|
On
August
5,
2008, the Registrant issued a press release announcing its financial results
for
the fiscal quarter and six months ended June 30, 2008. As noted in the press
release, the Registrant 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, not as
a
substitute for, measures of financial performance prepared in accordance with
U.S. GAAP. A copy of the Registrant’s press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
|
Item 5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On
July
31, 2008 the Board of Directors of the Registrant, upon the recommendation
and
approval of the Compensation Committee of the Board, approved amendments to
the
Registrant’s 2006 Equity Incentive Plan (“Plan”) providing for the
following:
1) to
the
extent applicable, future awards of restricted stock and other awards not
requiring exercise granted under the Plan will be subject to the following
vesting requirements:
Time-Based
Vesting: With
respect to awards of restricted stock and other awards not requiring exercise
which restrictions on vesting are based solely on the passage of time; such
awards may not fully vest in less than three years following the date of grant
of the award; or
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Performance-Based
Vesting:
With respect to restricted stock and other awards not requiring exercise
which contain restrictions on vesting based on the satisfaction of
performance criteria; the performance period for such awards will
be not
less than one year;
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except that,
notwithstanding the foregoing, up to 5% of awards available for future issuance
under the Plan can be issued without either of the vesting requirements listed
above; and
2) with respect
to any future award granted under the Plan, any restrictions placed on such
an
award shall not be waived by the Board or the Registrant, except in the case
of
the death, disability or retirement of the recipient of the award, or in the
event of a “Change of Control” as provided in the Plan.
| Item
9.01 |
Financial
Statements and Exhibits
|
(d)
Exhibits.
| Exhibit
10.1 |
2006
Equity Incentive Plan, as amended. |
| Exhibit
99.1 |
Press
Release of Iconix Brand Group, Inc. dated August 5, 2008.
|
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/
Warren
Clamen
Warren
Clamen
Chief
Financial Officer
Date:
August 5, 2008