Current Report Filing (8-k)
September 18 2019 - 8:01AM
Edgar (US Regulatory)
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): September 16, 2019
Iconix Brand Group, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-10593
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11-2481093
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1450 Broadway, 3rd Floor, 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
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):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ICON
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The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
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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 September 16, 2019,
Iconix Brand Group, Inc., a Delaware corporation (the “Company”), entered into a Stipulation of Settlement (the “Stipulation”)
with the lead plaintiff in the securities class action lawsuit pending against it in the United States District Court for the Southern
District of New York, In re Iconix Brand Group, Inc., et al., Docket No. 1:15-cv-04860 (the “Class Action”). The proposed
settlement releases all claims asserted against the Company and the other named defendants party to the Stipulation in the Class
Action without any liability or wrongdoing attributed to them.
The proposed settlement
provides for a total settlement payment of $6.0 million, inclusive of administrative fees and fees for lead plaintiff’s counsel.
The Company expects that substantially all of the settlement will be covered by the Company’s directors and officers liability
insurance. The proposed settlement remains subject to court approval and other customary conditions.
Forward-Looking Statements
This Current Report
on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements included in this
report, including expectations about the settlement of the Class Action and expectations of insurance proceeds are based
upon information available to the Company as of the date of this report, which may change, and the Company assumes no obligation
to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could
differ materially from the Company’s current expectations. Factors that could cause or contribute to such differences include
the risks and uncertainties described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December
31, 2018, as updated by our reports on Form 10-Q filed with the Securities and Exchange Commission, as well as the possibility
that the court may fail to approve the terms of the settlement. The Company assumes no obligation and does not intend to update
the forward-looking statements provided, whether as a result of new information, future events or otherwise.
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/ John T. McClain
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Name: John T. McClain
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Title: Executive Vice President and Chief Financial Officer
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Date: September 18, 2019
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