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 22, 2005


                            ICONIX BRAND GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                         0-10593                11-2481093
----------------------------            ------------         -------------------
(State or Other Jurisdiction            (Commission             (IRS Employer
     of Incorporation)                  File Number)         Identification No.)


        215 West 40th Street, New York, NY                     10018
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                (Zip Code)


Registrant's telephone number, including area code   (212) 730-0030


                                 Candie's, Inc.
--------------------------------------------------------------------------------
          (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):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01   Entry into a Definitive Material Agreement
Item 2.01   Completion of Acquisition or Disposition of Assets
Item 2.03   Creation  of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant
Item 3.02   Unregistered Sales of Equity Securities

      On July 22,  2005 (the  "Closing  Date"),  Iconix  Brand  Group,  Inc.,  a
Delaware  Corporation  ("Registrant"),  entered into an Asset Purchase Agreement
(the "Purchase  Agreement") by and among Registrant,  Joe Boxer Company,  LLC, a
Delaware limited liability company, Joe Boxer Licensing, LLC, a Delaware limited
liability  company,  JBC Canada  Holdings,  LLC, a  Delaware  limited  liability
company, Joe Boxer Canada, LP, a Delaware limited partnership (collectively, the
"Sellers"),  and William  Sweedler,  David Sweedler,  Alan  Rummelsburg,  Joseph
Sweedler and Arnold Suresky.

      Pursuant to the terms of the Purchase Agreement, Registrant purchased from
the Sellers  substantially all of the Sellers' assets (the "Assets"),  including
all of the  trademarks and copyrights  relating to the JOE BOXER(R)  brand.  The
purchase price for the Assets was paid by the following consideration: (i) Forty
Million Dollars ($40,000,000) in cash, (ii) the issuance of 4,350,000 restricted
shares of  Registrant's  common  stock,  $0.001  par  value  per share  ("Common
Stock"), (the "Shares") and (iii) the assumption of approximately Eleven Million
Dollars  ($11,000,000)  of  existing  debt of  Sellers.  The Shares  were issued
without  registration  under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemptions from registration provided under 4(2) of the Act
and  Regulation  D  promulgated  thereunder.  The issuance of the Shares did not
involve any public  offering;  the Registrant made no solicitation in connection
with the issuance of the Shares other than communications with the Sellers;  the
Registrant obtained  representations from the Sellers regarding their investment
intent, experience and sophistication; the Sellers either received or had access
to  adequate  information  about  the  Registrant  in  order  to  make  informed
investment  decisions;  the Registrant reasonably believed that the Sellers were
sophisticated   within  the  meaning  of  Section  4(2)  of  the  Act;  and  the
certificates  representing  the Shares were issued  with  restricted  securities
legends.

      The Registrant has entered into an employment agreement effective July 22,
2005 with  William  Sweedler  pursuant  to which Mr.  Sweedler is employed as an
Executive  Vice  President  of the  Registrant  and  President  of its Joe Boxer
division.  The employment  agreement provides that Mr. Sweedler will be employed
by the  Registrant  for a four year  term  subject  to  earlier  termination  as
specified in the  agreement.  The  employment  agreement  also  provides for Mr.
Sweedler to receive an annual base salary of $400,000 and  additional  salary of
$50,000  for the first year of his  employment  term,  an annual  base salary of
$450,000 during the second year of his employment  term,  $500,000 for the third
year and $550,000 for the fourth year of his employment  term. In addition,  the
agreement  provides for Mr.  Sweedler to receive a percentage  of revenue  based
royalty  bonuses  if the annual  revenues  generated  by the Joe Boxer  division
exceed  certain  specified  amounts for the periods  indicated in his employment
agreement.  The employment  agreement provides that Mr. Sweedler will receive an
amount equal to $100 less than three times his annual  compensation in the event
that within twelve months of a "Change of Control," as defined in the employment
agreement,  Mr.  Sweedler is terminated by the Registrant  without "Cause" or if
Mr. Sweedler terminates his agreement for "Good Reason" (with one exception), as
such terms are defined in the employment  agreement.  Pursuant to the employment
agreement,  Mr.  Sweedler  was granted a ten-year  option to purchase  1,425,000
shares of Common  Stock at $8.81  per  share,  of which  225,000  shares  vested
immediately  and 1.2  million  shares  will vest only if the Joe Boxer  division
meets certain revenues goals.

      In  addition,  Registrant  agreed to file a  registration  statement  (the
"Registration Statement") within 30 days of the Closing Date covering the resale
of at least fifty  percent  (50%) of the Shares,  and to use its best efforts to
cause the Registration  Statement to be declared effective by the Securities and
Exchange Commission as soon as practicable following the filing thereof.


                                      -2-
<PAGE>

      The financing for the purchase of the Assets was accomplished  through the
private  placement  by IP  Holdings  LLC,  a  special  purpose  entity  in which
Registrant  has a 25%  membership  interest  ("IP  Holdings"),  of  $63  million
aggregate principal amount of 8.45% IP Holdings Asset-Backed Notes (the "Notes")
secured by the Assets as well as by other intellectual  property assets owned by
IP  Holdings.  The Notes were issued  pursuant to a Second  Amended and Restated
Indenture,  dated as of the Closing  Date,  between IP Holdings  and  Wilmington
Trust  Company,  as  trustee  ( the  "Indenture"),  and were  purchased  by Mica
Funding,  LLC pursuant to a Note Purchase Agreement dated as of the Closing Date
among  Registrant,  IP  Holdings,  and Mica  Funding,  LLC (the  "Note  Purchase
Agreement").  The  proceeds of the  issuance of the Notes were used to refinance
approximately  $17.5  million  aggregate  principal  amount of notes  previously
issued by IP Holdings and to pay to  Registrant  a portion of the  consideration
for the purchase of the Assets by IP Holdings  from  Registrant.  The balance of
such purchase  price was paid by the issuance to Registrant of a 25%  membership
interest in IP  Holdings.  The payment of the  principal  of and interest on the
Notes will be made from amounts received by IP Holdings under license agreements
with  various  licensees  of the  Assets  and IP  Holdings'  other  intellectual
property assets.  Registrant is not obligated,  and Registrant's  assets are not
available,  to pay any  amounts  with  respect to the Notes if amounts  received
under  such  license  agreements  are  insufficient  to make such  payments.  IP
Holdings' assets are not available to pay any obligations of Registrant.

      The  description  described in this report does not purport to be complete
and is qualified in its entirety by reference to the Purchase  Agreement,  which
is filed as Exhibit 2.1 to this report and incorporated herein by reference. The
Purchase  Agreement has been included to provide  investors and security holders
with  information  regarding its terms.  It is not intended to provide any other
factual information about Registrant.  The Purchase Agreement, the Indenture and
Note Purchase Agreement each contain  representations and warranties the parties
thereto  made to and  solely  for the  benefit  of the  other  parties  thereto.
Accordingly,   investors   and   security   holders   should  not  rely  on  the
representations and warrants as  characterizations of the actual state of facts,
since they were only made as of the date of such  agreements.  In addition,  the
Purchase Agreement is modified by the underlying disclosure schedules. Moreover,
information  concerning the subject matter of the representations and warranties
may  change  after  the date of such  agreements.  Agreement,  which  subsequent
information  may  or  may  not  be  fully   reflected  in  Registrant's   public
disclosures.

Item 9.01   Financial Statements and Exhibits.

(a)   Financial Statements of the Business Acquired.

      It is  impracticable  to provide  the  required  financial  statements  of
Sellers at this time.  The  required  financial  statements  will be filed under
cover of Form  8-K/A  within  71  calendar  days of the date  this  Form 8-K was
required to be filed.

(b)   Pro Forma Financial Information.

      It  is   impracticable   to  provide  the  required  pro  forma  financial
information as a result of the  acquisition at this time. The required pro forma
financial information will be filed under cover of Form 8-K/A within 71 calendar
days of the date this Form 8-K was required to be filed.

(c)   Exhibits.

Exhibit 2.1* -    Asset  Purchase  Agreement  dated  July 22,  2005 by and among
                  Registrant,  Joe Boxer Company, LLC, Joe Boxer Licensing, LLC,
                  JBC Canada  Holdings,  LLC, Joe Boxer Canada,  LP, and William
                  Sweedler,  David Sweedler,  Alan Rummelsburg,  Joseph Sweedler
                  and Arnold Suresky.

Exhibit 4.1 -     Second Amended and Restated Indenture dated as of July 1, 2005
                  by and among IP Holdings LLC, as issuer,  and Wilmington Trust
                  Company, as Trustee.

Exhibit 99.1 -    Note Purchase  Agreement by and among IP Holdings LLC,  Iconix
                  Brand Group, Inc. and Mica Funding, LLC, dated July 22, 2005.

*The  Registrant has omitted  certain  schedules and exhibits in accordance with
Item  601(b)(2) of Regulation  S-K and shall  furnish the omitted  schedules and
exhibits to the Commission upon request.


                                      -3-
<PAGE>

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
                                           President and Chief Executive Officer

Date: July 28, 2005


                                      -4-
{"company-data": {"conformed-name": "ICONIX BRAND GROUP, INC.", "cik": "0000857737", "assigned-sic": "3140", "irs-number": "112481903", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10593", "film-number": "05982140"}, "business-address": {"street1": "215 W. 40TH STREET, 6TH FL.", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "212-730-0030"}, "mail-address": {"street1": "215 W. 40TH STREET, 6TH FL.", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": [{"former-conformed-name": "CANDIES INC", "date-changed": "19930604"}, {"former-conformed-name": "MILLFELD TRADING CO INC", "date-changed": "19920703"}]}
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 22, 2005

                            ICONIX BRAND GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                         0-10593                11-2481093
----------------------------            ------------         -------------------
(State or Other Jurisdiction            (Commission             (IRS Employer
     of Incorporation)                  File Number)         Identification No.)

        215 West 40th Street, New York, NY                     10018
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code   (212) 730-0030

                                 Candie's, Inc.
--------------------------------------------------------------------------------
          (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):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01   Entry into a Definitive Material Agreement
Item 2.01   Completion of Acquisition or Disposition of Assets
Item 2.03   Creation  of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant
Item 3.02   Unregistered Sales of Equity Securities

      On July 22,  2005 (the  "Closing  Date"),  Iconix  Brand  Group,  Inc.,  a
Delaware  Corporation  ("Registrant"),  entered into an Asset Purchase Agreement
(the "Purchase  Agreement") by and among Registrant,  Joe Boxer Company,  LLC, a
Delaware limited liability company, Joe Boxer Licensing, LLC, a Delaware limited
liability  company,  JBC Canada  Holdings,  LLC, a  Delaware  limited  liability
company, Joe Boxer Canada, LP, a Delaware limited partnership (collectively, the
"Sellers"),  and William  Sweedler,  David Sweedler,  Alan  Rummelsburg,  Joseph
Sweedler and Arnold Suresky.

      Pursuant to the terms of the Purchase Agreement, Registrant purchased from
the Sellers  substantially all of the Sellers' assets (the "Assets"),  including
all of the  trademarks and copyrights  relating to the JOE BOXER(R)  brand.  The
purchase price for the Assets was paid by the following consideration: (i) Forty
Million Dollars ($40,000,000) in cash, (ii) the issuance of 4,350,000 restricted
shares of  Registrant's  common  stock,  $0.001  par  value  per share  ("Common
Stock"), (the "Shares") and (iii) the assumption of approximately Eleven Million
Dollars  ($11,000,000)  of  existing  debt of  Sellers.  The Shares  were issued
without  registration  under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemptions from registration provided under 4(2) of the Act
and  Regulation  D  promulgated  thereunder.  The issuance of the Shares did not
involve any public  offering;  the Registrant made no solicitation in connection
with the issuance of the Shares other than communications with the Sellers;  the
Registrant obtained  representations from the Sellers regarding their investment
intent, experience and sophistication; the Sellers either received or had access
to  adequate  information  about  the  Registrant  in  order  to  make  informed
investment  decisions;  the Registrant reasonably believed that the Sellers were
sophisticated   within  the  meaning  of  Section  4(2)  of  the  Act;  and  the
certificates  representing  the Shares were issued  with  restricted  securities
legends.

      The Registrant has entered into an employment agreement effective July 22,
2005 with  William  Sweedler  pursuant  to which Mr.  Sweedler is employed as an
Executive  Vice  President  of the  Registrant  and  President  of its Joe Boxer
division.  The employment  agreement provides that Mr. Sweedler will be employed
by the  Registrant  for a four year  term  subject  to  earlier  termination  as
specified in the  agreement.  The  employment  agreement  also  provides for Mr.
Sweedler to receive an annual base salary of $400,000 and  additional  salary of
$50,000  for the first year of his  employment  term,  an annual  base salary of
$450,000 during the second year of his employment  term,  $500,000 for the third
year and $550,000 for the fourth year of his employment  term. In addition,  the
agreement  provides for Mr.  Sweedler to receive a percentage  of revenue  based
royalty  bonuses  if the annual  revenues  generated  by the Joe Boxer  division
exceed  certain  specified  amounts for the periods  indicated in his employment
agreement.  The employment  agreement provides that Mr. Sweedler will receive an
amount equal to $100 less than three times his annual  compensation in the event
that within twelve months of a "Change of Control," as defined in the employment
agreement,  Mr.  Sweedler is terminated by the Registrant  without "Cause" or if
Mr. Sweedler terminates his agreement for "Good Reason" (with one exception), as
such terms are defined in the employment  agreement.  Pursuant to the employment
agreement,  Mr.  Sweedler  was granted a ten-year  option to purchase  1,425,000
shares of Common  Stock at $8.81  per  share,  of which  225,000  shares  vested
immediately  and 1.2  million  shares  will vest only if the Joe Boxer  division
meets certain revenues goals.

      In  addition,  Registrant  agreed to file a  registration  statement  (the
"Registration Statement") within 30 days of the Closing Date covering the resale
of at least fifty  percent  (50%) of the Shares,  and to use its best efforts to
cause the Registration  Statement to be declared effective by the Securities and
Exchange Commission as soon as practicable following the filing thereof.

                                      -2-
The financing for the purchase of the Assets was accomplished  through the
private  placement  by IP  Holdings  LLC,  a  special  purpose  entity  in which
Registrant  has a 25%  membership  interest  ("IP  Holdings"),  of  $63  million
aggregate principal amount of 8.45% IP Holdings Asset-Backed Notes (the "Notes")
secured by the Assets as well as by other intellectual  property assets owned by
IP  Holdings.  The Notes were issued  pursuant to a Second  Amended and Restated
Indenture,  dated as of the Closing  Date,  between IP Holdings  and  Wilmington
Trust  Company,  as  trustee  ( the  "Indenture"),  and were  purchased  by Mica
Funding,  LLC pursuant to a Note Purchase Agreement dated as of the Closing Date
among  Registrant,  IP  Holdings,  and Mica  Funding,  LLC (the  "Note  Purchase
Agreement").  The  proceeds of the  issuance of the Notes were used to refinance
approximately  $17.5  million  aggregate  principal  amount of notes  previously
issued by IP Holdings and to pay to  Registrant  a portion of the  consideration
for the purchase of the Assets by IP Holdings  from  Registrant.  The balance of
such purchase  price was paid by the issuance to Registrant of a 25%  membership
interest in IP  Holdings.  The payment of the  principal  of and interest on the
Notes will be made from amounts received by IP Holdings under license agreements
with  various  licensees  of the  Assets  and IP  Holdings'  other  intellectual
property assets.  Registrant is not obligated,  and Registrant's  assets are not
available,  to pay any  amounts  with  respect to the Notes if amounts  received
under  such  license  agreements  are  insufficient  to make such  payments.  IP
Holdings' assets are not available to pay any obligations of Registrant.

      The  description  described in this report does not purport to be complete
and is qualified in its entirety by reference to the Purchase  Agreement,  which
is filed as Exhibit 2.1 to this report and incorporated herein by reference. The
Purchase  Agreement has been included to provide  investors and security holders
with  information  regarding its terms.  It is not intended to provide any other
factual information about Registrant.  The Purchase Agreement, the Indenture and
Note Purchase Agreement each contain  representations and warranties the parties
thereto  made to and  solely  for the  benefit  of the  other  parties  thereto.
Accordingly,   investors   and   security   holders   should  not  rely  on  the
representations and warrants as  characterizations of the actual state of facts,
since they were only made as of the date of such  agreements.  In addition,  the
Purchase Agreement is modified by the underlying disclosure schedules. Moreover,
information  concerning the subject matter of the representations and warranties
may  change  after  the date of such  agreements.  Agreement,  which  subsequent
information  may  or  may  not  be  fully   reflected  in  Registrant's   public
disclosures.

Item 9.01   Financial Statements and Exhibits.

(a)   Financial Statements of the Business Acquired.

      It is  impracticable  to provide  the  required  financial  statements  of
Sellers at this time.  The  required  financial  statements  will be filed under
cover of Form  8-K/A  within  71  calendar  days of the date  this  Form 8-K was
required to be filed.

(b)   Pro Forma Financial Information.

      It  is   impracticable   to  provide  the  required  pro  forma  financial
information as a result of the  acquisition at this time. The required pro forma
financial information will be filed under cover of Form 8-K/A within 71 calendar
days of the date this Form 8-K was required to be filed.

(c)   Exhibits.

Exhibit 2.1* -    Asset  Purchase  Agreement  dated  July 22,  2005 by and among
                  Registrant,  Joe Boxer Company, LLC, Joe Boxer Licensing, LLC,
                  JBC Canada  Holdings,  LLC, Joe Boxer Canada,  LP, and William
                  Sweedler,  David Sweedler,  Alan Rummelsburg,  Joseph Sweedler
                  and Arnold Suresky.

Exhibit 4.1 -     Second Amended and Restated Indenture dated as of July 1, 2005
                  by and among IP Holdings LLC, as issuer,  and Wilmington Trust
                  Company, as Trustee.

Exhibit 99.1 -    Note Purchase  Agreement by and among IP Holdings LLC,  Iconix
                  Brand Group, Inc. and Mica Funding, LLC, dated July 22, 2005.

*The  Registrant has omitted  certain  schedules and exhibits in accordance with
Item  601(b)(2) of Regulation  S-K and shall  furnish the omitted  schedules and
exhibits to the Commission upon request.

                                      -3-
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
                                           President and Chief Executive Officer

Date: July 28, 2005

                                      -4-