Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported): December 18, 2012



(Exact name of registrant as specified in its charter)


Delaware   000-16075   86-0449546
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)



17383 Sunset Boulevard, Suite A310, Pacific Palisades, CA 90272

(Address of Principal Executive Offices/Zip Code)


(213) 745-2123

(Registrant’s telephone number, including area code)



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):


¨ Witten 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 4.01 Changes in Registrant’s Certifying Accountant


In a Current Report on Form 8-K filed on December 14, 2012 with the Securities and Exchange Commission, Sequential Brands Group, Inc. (the “Company”) announced that the Audit Committee of the Company’s Board of Directors approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s new independent registered public accounting firm, subject to the completion of Grant Thorton’s final acceptance procedures and execution of an Audit Engagement Letter.  On December 18, 2012, the Company formally engaged Grant Thornton as the Company’s independent registered public accounting firm.


During the Company’s two most recent fiscal years ended December 31, 2011 and 2010 and through December 18, 2012, the Company did not consult with Grant Thornton on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Grant Thornton did not provide either a written report or oral advice to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.






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.



  Sequential Brands Group, Inc.
Date: December 19, 2012 By: /s/ Yehuda Shmidman
    Yehuda Shmidman
    Chief Executive Officer