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): January
28, 2008
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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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11-2481093
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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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, NY
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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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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))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On
January 28, 2008, Iconix Brand Group, Inc. (the “Company”) entered into a new,
five-year (subject to a one-year extension) employment agreement, effective
as
of January 1, 2008, with Neil Cole, its Chairman of the Board, President and
Chief Executive Officer (the “New Employment Agreement”), which replaces his
prior employment agreement that expired on December 31, 2007. The New Employment
Agreement also supersedes and terminates the prior non-competition and
non-solicitation agreement between Mr. Cole and the Company, which, among other
things, provided for him to receive 5% of the sale price upon a sale of the
Company under certain circumstances.
Under
the
New Employment Agreement, Mr. Cole is entitled to an annual base salary of
$1,000,000 and a signing bonus of $500,000, which is repayable in full or on
a
pro rata basis under certain circumstances. In addition, subject to stockholder
approval of an incentive bonus plan at the Company’s next annual meeting of
stockholders, Mr. Cole will be eligible to receive an annual cash bonus, not
to
exceed 150% of his base salary, based on the Company’s achievement of certain
annual performance-based goals.
Pursuant
to the terms of the New Employment Agreement, on February 19, 2008, Mr. Cole
also will be granted time-vested restricted common stock units with a fair
market value (as defined in the agreement) on that date of $24,000,000 (the
“RSUs”) and performance-based restricted common stock units with a fair market
value on that date of $16,000,000 (the “PSUs”). The RSUs will
vest
in five substantially equal annual installments commencing on December 31,
2008,
subject to Mr. Cole’s continuous employment with the Company on the applicable
vesting date, and the PSUs will be subject to vesting based on the Company’s
achievement of certain designated performance goals. Both the RSUs and PSUs
are
subject to forfeiture upon the termination of Mr. Cole’s employment under
certain circumstances. In addition, Mr. Cole’s ability to sell or otherwise
transfer the common stock underlying the RSUs and PSUs while he is employed
by
the Company is subject to certain restrictions. The grant of a portion of the
PSUs and the common stock issuable thereunder is subject to stockholder approval
of either an increase in the number of shares of common stock available for
issuance under the Company’s 2006 Equity Incentive Plan or another incentive
plan that would cover such PSUs. Mr. Cole will also be entitled to various
benefits, including benefits available to other senior executives of the Company
and certain automobile, air travel and life insurance benefits, all as specified
in Section 4 of the New Employment Agreement.
Under
the
New Employment Agreement, if Mr. Cole’s employment is terminated by the
Company for “Cause” or by Mr. Cole without “Good Reason” (each as defined in the
agreement), he will receive his earned and/or accrued and unpaid compensation,
other than any bonus compensation, then due to him and shares of common stock
in
respect of any of his already vested RSUs and PSUs. If Mr. Cole’s
employment is terminated by the Company without Cause or by him for Good Reason,
he will receive, in addition to the foregoing, an amount equal to two times
his
base salary then in effect plus any previously earned but unpaid annual bonus
for a prior fiscal year (“Prior Year Bonus”) and a pro-rata portion of the
annual bonus for the year of termination (“Pro Rata Bonus”), and, if such
termination or resignation occurs prior to January 1, 2011, two times the
average of the annual bonus amounts he received for the two prior completed
fiscal years. In addition, that portion of his PSUs subject to vesting in the
year of termination based on performance goals achieved as of the date of
termination, and 75% of his unvested RSUs, will vest. If his employment is
terminated by the Company without Cause or by him for Good Reason within 12
months of a Change in Control, the amount of his base salary-related payment
will increase to three times, instead of two times, his base salary then in
effect and that portion of his PSUs that would vest in the year of termination
or in the future based on performance goals achieved as of the date of the
Change of Control, and all of his unvested RSUs, will vest, and if such Change
in Control occurs prior to January 1, 2011, he will receive three, instead
of
two, times the average of the annual bonus amounts he received for the three,
instead of two, prior completed fiscal years.
If
Mr. Cole’s employment terminates as a result of his disability or death, he
or his estate will be entitled to any previously earned and unpaid compensation
then due to him, plus any Prior Year Bonus and Pro Rata Bonus. In addition,
that
portion of his PSUs subject to vesting in the year of termination based on
performance goals achieved as of the date of termination, and 100% (50% in
the
event of disability) of his unvested RSUs, will vest.
The
New
Employment Agreement also contains certain non-competition and non-solicitation
covenants restricting such activities for periods equal to the term of the
agreement and any renewal period plus one and two years, respectively, after
the
agreement is terminated for any reason.
The
descriptions of the New Employment Agreement and the related RSUs and PSUs
do
not purport to be complete and are qualified in their entirety by
reference to the full text of the New Employment Agreement and the exhibits
thereto which are filed as Exhibit 10.1 to this Report.
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
January
28,
2008, the Company’s Board of Directors amended Article VII of the Bylaws of the
Company, regarding indemnification of officers and directors, to include the
following: (i) a provision clarifying the obligation of the Company to advance
to the indemnified party expenses to be incurred by the indemnified party in
connection with a litigation or other proceeding, upon receipt of an undertaking
by such indemnified party to repay the advanced amounts if it is ultimately
determined that he or she is not entitled to be indemnified; (ii) a provision
providing for payment by the Company to the indemnified party of the indemnified
party’s expenses incurred in connection with enforcement of his or her rights
under the indemnification provisions of the Bylaws; and (iii) a provision to
clarify that the Company may take additional steps to protect the indemnified
party’s rights, including creating funds to secure the indemnification
obligations.
The
description of the amendments to the Bylaws described in this Report does not
purport to be complete and is qualified in its entirety by the language in
the
amended Bylaws, a copy of which is filed as Exhibit 3(ii) to this
Report.
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Item 9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits.
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3(ii)
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Restated
and Amended Bylaws of Iconix Brand Group, Inc.
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10.1
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Employment
Agreement dated January 28, 2008 between Iconix Brand Group, Inc.
and Neil
Cole.
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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 thereunto
duly authorized.
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ICONIX
BRAND GROUP, INC.
(Registrant)
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By: |
/s/ Warren
Clamen |
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Warren
Clamen |
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Chief
Financial Officer |
Dated:
January 29, 2008