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): December 5, 2019

 

Iconix Brand Group, Inc.

(Exact name of registrant as specified in its charter)

  

 

 

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):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

On December 5, 2019, Iconix Brand Group, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had reached an agreement with the U.S. Securities and Exchange Commission (the “SEC”) to resolve a previously disclosed investigation into certain accounting and reporting issues occurring during 2013 through the third quarter of 2015. As part of the settlement, which is subject to approval by the U.S. District Court for the Southern District of New York, the Company agreed to pay a civil penalty of $5.5 million and neither admitted nor denied the SEC’s allegations. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits

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.

 

 

 

 

 

 

Exhibit 99.1

Iconix Brand Group Resolves Previously Disclosed Issues with Securities and Exchange Commission

New York, December 5, 2019 – Iconix Brand Group, Inc. (Nasdaq: ICON) (“Iconix” or the “Company”) announced today that it has reached an agreement with the U.S. Securities and Exchange Commission (the “SEC”) to resolve a previously disclosed investigation into certain accounting and reporting issues occurring during 2013 through the third quarter of 2015. Iconix and its Board of Directors have cooperated with the SEC throughout the duration of its investigation. During the four years since these issues came to light, Iconix and its Board of Directors have appointed new executive leadership and have taken significant steps to remediate and strengthen the Company’s compliance and reporting functions.

As part of the settlement, which is subject to court approval and was previously disclosed in the Company’s most recent Form 10-Q filing, Iconix has agreed to pay a civil penalty of $5.5 million to fully resolve all outstanding SEC claims related to this matter. In agreeing to settle with the SEC, Iconix has neither admitted nor denied the SEC’s allegations.

“I am pleased that we were able to resolve this legacy matter that arose under previous management over four years ago,” said Bob Galvin, Chief Executive Officer and President. “Working alongside our Board of Directors over the past several years, Iconix has put in place significant, additional measures to ensure that the Company’s financial reporting, compliance, and governance practices fully meet legal and good governance standards. In putting this legacy legal matter behind us, the Iconix team members are excited to continue to be able to focus on what we do best – managing and growing iconic brands.”

In addition to today’s announcement with respect to the Company’s SEC matter, the United States Attorney’s Office for the Southern District of New York unsealed charges today against former individual officers of the Company who resigned from Iconix over four years ago. The Company will continue to cooperate with the United States Attorney’s Office and the SEC with respect to cases against these former individual officers.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE’S ®, BONGO ®, JOE BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®, LONDON FOG ®, OCEAN PACIFIC ®, DANSKIN ®, ROCAWEAR ®, CANNON ®, ROYAL VELVET ®, FIELDCREST ®, CHARISMA ®, STARTER ®, WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE COOPER ®, ECKO UNLTD. ®, MARC ECKO ®, ARTFUL DODGER ®, and HYDRAULIC®. In addition, Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®, TRUTH OR DARE ®, MODERN AMUSEMENT ®, BUFFALO ® and PONY ® brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty.

Media Contacts

Shahed Larson & Brendan Riley

slarson@brunswickgroup.com

briley@brunswickgroup.com

(212) 333-3810