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): January 26,
2010
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State
or Other
|
|
(Commission
|
|
(IRS
Employer
|
|
Jurisdiction
of
|
|
File
Number)
|
|
Identification
No.)
|
|
Incorporation)
|
|
|
|
|
|
1450
Broadway, New York, NY
|
|
10018
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (212)
730-0030
(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
7.01 Regulation FD
Disclosure
On or
about Tuesday, January 26, 2010, Iconix Brand Group, Inc. (“Registrant” or
“Company”) will be posting to its website (www.iconixbrand.com
under the “investor relations” tab) an investor presentation which
includes certain business and historical and projected financial
information regarding the Registrant that it may from time to time use in
connection with future presentations to stockholders, potential investors,
members of the financial community and others. Information in the Company’s
website is not part of this Form 8-K.
The
presentation material contains certain non-U.S. generally accepted accounting
principles (“GAAP”) financial measures, and includes the reasons the Registrant
has provided such measures and a reconciliation of the non-U.S. GAAP measures to
U.S. GAAP measures. Readers of the presentation material should consider the
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 the
Registrant’s presentation material is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The
information under this Item 7.01 is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The
information under this Item 7.01 will not be incorporated by reference into any
registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated by reference. The furnishing of the information under
Item 7.01 in this Current Report on Form 8-K is not intended to, and does
not, constitute a determination or admission by the Company (i) that the
furnishing of the information in this Item 7.01 is required by Regulation
FD, (ii) that the information under Item 7.01 in this Current Report
on Form 8-K is material or complete, or (iii) that investors should
consider this information before making an investment decision with respect to
any security of the Company.
This Form
8-K contains “forward-looking statements” within the meaning of the safe harbor
provisions of the federal securities laws. It should be read in conjunction with
the ‘Safe Harbor Statement’ contained in the presentation material and the risk
factors included in the Registrant’s periodic reports filed with the Securities
and Exchange Commission, that discuss important factors that could cause the
Registrant’s results to differ materially from those anticipated in such
forward-looking statements.
Item
9.01 Financial Statements
and Exhibits
(d) Exhibits.
Exhibit
99.1 Presentation material dated January 26,
2010 of Iconix Brand Group, Inc. .
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/
Neil Cole
|
|
| |
|
Neil
Cole
Chairman
of the Board, President
and
Chief Executive Officer
|
|
Dated: January
26, 2010