UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of 1934 ~~earliest event reported) August 1, 2012~~

Date of Report (Date of earliest event reported): September 24, 2012

KENNETH COLE PRODUCTIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 1-13082


New York (State or other jurisdiction of incorporation or organization)	1-13082 (Commission file number)	13-3131650 (I.R.S. Employer Identification Number)

603 West 50th Street, New York, NY (Address of principal executive offices)		10019 (Zip Code)

~~New~~Registrant’s ~~York~~telephone number, including area code: (212) 265-1500

~~13-3131650~~N/A

(~~State~~Former name or ~~other~~former ~~jurisdiction~~address, ofif changed since last report)

I.R.S. Employer

incorporation)

Identification Number)

603 West 50th Street, New York, NY 10019

(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code (212) 265-1500

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~~INTRODUCTORY ~~2.02~~NOTE ~~Disclosure of Results of Operations and Financial Condition.~~

On ~~August 1~~September 24, 2012, Kenneth Cole Productions, Inc., a New York corporation (the “Company”), ~~issued~~held a ~~press~~special ~~release~~meeting ~~announcing~~of stockholders (the “Special Meeting”) to adopt the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company’s, ~~results~~KCP ~~for~~Holdco, Inc., a Delaware corporation (“Parent”), and KCP Mergerco, Inc., a New York corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”) and approve the ~~second~~merger ~~quarter~~contemplated ~~ended~~thereby ~~June~~(the 30“Merger”). On September 25, 2012, the Company completed the Merger pursuant to the terms of the Merger Agreement. A ~~copy~~As a result of the ~~press~~Merger, ~~release~~the Company is ~~attached~~now ~~hereto~~wholly asowned ~~Exhibit~~by 99Parent, which was formed by Kenneth D.1 Cole, Chairman and Chief Creative Officer of the Company.

Item 93.01. ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 25, 2012, in connection with the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of its intent to remove its Class A Common Stock from listing on the NYSE. On September 26, 2012, the NYSE filed with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Class A Common Stock. In addition, the Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the Class A Common Stock, requesting that the Class A Common Stock be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company with respect to the Class A Common Stock under Sections 13(a) and 15(d) ~~Exhibits:~~of the Exchange Act be suspended.

99Item 3.103. ~~Press~~Material ~~Release~~Modification ~~dated~~to ~~August~~the 1,Rights ~~2012~~of Security Holders.

~~Limitation~~As onof ~~Incorporation~~the effective time of the Merger, each share of the Company’s common stock (other than shares owned by ~~Reference~~the Company, Mr. Cole, Parent, Merger Sub and their respective affiliated entities) was converted into the right to receive $15.25 in cash, without interest and subject to any applicable withholding taxes.

~~In accordance with General Instructions B.2 on Form 8-K, the information in this report (including the exhibit) is furnished pursuant to~~ Item 25.0201. ~~and~~Changes shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section, unless we specifically incorporate it by reference in aControl ~~document filed under the Securities Act~~ of ~~1933 or the Securities Exchange Act of 1934~~Registrant. ~~The filing of this Current Report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.~~

~~SIGNATURES~~Pursuant to the terms of the Merger Agreement, the Merger was completed on September 25, 2012 upon the filing of a Certificate of Merger with the Secretary of State of the State of New York, at which time Merger Sub merged with and into the Company, with the Company surviving the Merger as a subsidiary of Parent.

~~Pursuant~~The aggregate toconsideration ~~the~~paid ~~requirements~~in ofconnection with the ~~Securities~~Merger ~~Exchange~~was ~~Act~~approximately ~~of 1934~~$165,000,000, ~~the~~which ~~registrant~~consideration ~~has~~was ~~duly~~funded ~~caused~~by ~~this~~equity ~~report~~financing tofrom beParent, ~~signed~~Company cash on ~~its~~hand ~~behalf~~and bydebt ~~the undersigned hereunto duly authorized~~financing.

~~Kenneth~~The ~~Cole~~foregoing ~~Productions~~summary of the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, ~~Inc~~a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. A copy of the press release announcing the results of the Special Meeting and the completion of the Merger is attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~Registrant~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Dated~~In connection with the Merger, the following members of the Company’s board of directors resigned at the effective time of the Merger: ~~August~~ 2Paul Blum, ~~2012~~Michael J. Blitzer, Robert C. Grayson, Denis F. Kelly and Philip R. Peller.

~~By: /s/~~Kenneth ~~DAVID~~D. PCole remains a director of the Company. ~~EDELMAN~~

~~Name:~~Item ~~David P~~5.03. ~~Edelman~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Title: Chief~~At ~~Financial~~the ~~Officer~~closing of the Merger, the certificate of incorporation and by-laws of the Company, as in effect immediately prior to the effective time of the Merger, were amended in accordance with applicable law to reflect the form of certificate of incorporation and by-laws attached as exhibits to the Merger Agreement. A copy of the restated certificate of incorporation and amended and restated by-laws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

~~(Principal~~Item ~~Financial~~5.07. ~~and~~Submission ~~Accounting~~of ~~Officer)~~Matters to a Vote of Security Holders.

2On September 24, 2012, the Company held the Special Meeting to approve the Merger and adopt the previously disclosed Merger Agreement. Holders of Class A Common Stock as of August 23, 2012 (the “Record Date”) had one vote for each share of Class A Common Stock owned by such stockholder as of the close of business on the Record Date. Holders of Class B Common Stock as of the Record Date had ten votes for each share of Class B Common Stock owned by such stockholder as of the close of business on the record date.

Approval of the Merger and adoption of the Merger Agreement required the affirmative vote of (1) two-thirds of the aggregate voting power of the outstanding shares of the Company’s common stock, in accordance with New York law (the “Stockholder Vote”) and (2) a majority of the outstanding shares of Class A Common Stock not beneficially owned by Mr. Cole, certain related entities and trusts for the benefit of Mr. Cole’s family members set forth in Exhibit ~~Index~~A to the Merger Agreement, or any of their affiliates or associates, in accordance with the terms of the Merger Agreement (the “Unaffiliated Stockholder Vote”).

~~Description~~According to the preliminary report of the inspector of elections, at the Special Meeting the Merger was approved and the Merger Agreement was adopted by the stockholders of the Company. The Merger was approved and the Merger Agreement was adopted by approximately 98% of the aggregate voting power of the outstanding shares of the Company’s common stock, and by holders of approximately 80% of the shares of Class A Common Stock not beneficially owned by Mr. Cole or his affiliated entities. A second proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies, was not needed.

~~Exhibit~~A ~~No. 99.1~~preliminary tally of the votes for the Stockholder Vote is as follows:

Press Release dated August 1, 2012


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
87,593,261	17,728	629	N/A

3A preliminary tally of the votes for the Unaffiliated Stockholder Vote is as follows:

Company Contact:	Investor Relations Contact:
FOR		AGAINST	ABSTAIN	BROKER NON-VOTES
David Edelman	James R. Palczynski
8,051,638		17,728	629	N/A
Chief Financial Officer	Principal
Kenneth Cole Productions, Inc.	Integrated Corporate Relations, Inc.
(212) 265-1500	(203) 682-8229

In addition, the company’s stockholders also approved the non-~~-Kenneth~~binding, ~~Cole~~advisory ~~Productions~~proposal ~~Reports~~regarding compensation ~~Second~~that ~~Quarter~~may ~~2012~~become ~~Results~~payable to the Company’s named executive officers in connection with the merger (the “Non-Binding Merger-Related Compensation Vote”).

~~New~~A ~~York,~~preliminary ~~New~~tally York, August 1, 2012 / PR Newswire - Kenneth Cole Productions, Inc. (NYSE: KCP) today reported financial results for the second quarter ended June 30, 2012. The Company reported a loss per fully-diluted share for the period of ~~$(0.20) versus net income per share of $0.03 in~~ the ~~year-ago~~votes ~~period. On a non-GAAP basis, after adjusting~~ for ~~(i) costs associated with~~ the ~~proposed acquisition of the Company by a group led by Mr. Kenneth D. Cole and (ii) one~~Non-~~time~~Binding ~~transition costs relating to changing distribution centers described below, the Company’s adjusted net loss per fully~~Merger-~~diluted~~Related ~~share~~Compensation ~~for~~Vote ~~the~~is ~~second~~as ~~quarter~~follows: ~~was $(0.03).~~

Net revenues in the second quarter were $97.3 million versus the year-ago level of $102.2 million. Wholesale revenues decreased 3.3% to $50.3 million versus the year-ago period primarily from private label footwear and Reaction handbags. Consumer Direct revenues decreased 6.1% to $37.2 million versus the year-ago period due to the operation of two fewer stores and a comparable store sales decline of 2.7%. Licensing revenues in the second quarter declined 7.8% to $9.8 million versus the prior year’s level due principally to the transition of the women’s apparel business to an in-house operation from a licensing model and the resetting of contractual minimum royalties of a licensee.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
86,998,758	560,864	51,996	N/A

~~Gross~~Item ~~profit, as a percentage of revenues, was 40~~9.6%01. ~~for~~Financial ~~the~~Statements ~~second~~and ~~quarter ended June 30, 2012, unchanged from the year-ago period~~Exhibits.

4(a) through (c) Not applicable.

~~Selling, general and administrative expenses~~ (~~“SG&A”~~d) inExhibits: the quarter were $43.7 million, or 44.9% of revenues, versus $40.4 million, or 39.6% of revenues, in the year-ago period. In the current quarter, the Company incurred certain charges for transition costs to a new distribution center as a result of one of its third-party logistics operator’s insolvency, as well as professional service costs in connection with the proposed acquisition of the Company by a group led by Mr. Kenneth D. Cole. Excluding these one-time items adjusted SG&A in the second quarter was $39.7 million, or 40.8% of revenues versus 39.6% in the year-ago period.

The ~~net~~following ~~loss~~exhibits ~~for~~are ~~the~~furnished ~~second~~with ~~quarter~~this ~~was~~Current ~~$(3.7)~~Report ~~million~~on orForm $(0.20) per fully diluted share versus income of $0.6 million or $0.03 per fully diluted share in the prior year’s quarter. Excluding the two items described in the previous paragraph, the adjusted loss per fully diluted share would have been $(0.03) for the second quarter as compared to adjusted earnings per fully diluted share of $0.04 in the year8-~~ago~~K: ~~period.~~

The Company noted that due to losses in prior periods, it did not provide for any federal income tax (benefit)/expense in its (loss)/earnings per share calculations.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 6, 2012, between Kenneth Cole Productions, Inc., KCP Holdco, Inc., and KCP Mergerco, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of Kenneth Cole Productions, Inc. filed on June 6, 2012.)

3.1		Restated Certificate of Incorporation of the Company, adopted September 25, 2012.

3.2		Amended and Restated By-laws of the Company, adopted September 25, 2012.

The Company ended the quarter with $49.0 million in cash and no long-term debt. Inventory increased 20.3% to $49.7 million versus the prior year’s level of $41.3 million.


Exhibit No.		Description

99.1		Press Release announcing the results of the Special Meeting and the completion of the Merger, dated September 25, 2012.

~~Presentation~~SIGNATURE ~~of Financial Information~~

InPursuant ~~addition~~ to ~~providing financial results and guidance in accordance with GAAP,~~ the ~~Company~~requirements ~~has~~of ~~provided non-GAAP adjusted earnings per share information for~~ the ~~quarter~~Securities ~~ended~~Exchange ~~June~~Act ~~30, 2012. This non-GAAP financial information is provided to enhance the user's overall understanding~~ of ~~the Company's current financial performance. Specifically~~1934, the ~~Company~~registrant ~~believes~~has ~~the~~duly ~~non-GAAP~~caused ~~adjusted~~this ~~results~~report ~~provide useful information~~ to ~~both management and investors by excluding charges that the Company believes are not indicative of the Company's core operating results. The non-GAAP financial information should~~ be ~~considered~~signed inon ~~addition~~its ~~to,~~behalf ~~not~~by as a substitute for or as being superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of this non-GAAP information to the ~~Company's~~undersigned ~~actual~~hereunto ~~and~~duly ~~expected results is included in the financial tables of this press release~~authorized.

5Date: September 26, 2012

~~About~~KENNETH ~~Kenneth~~COLE ~~Cole Productions~~PRODUCTIONS, ~~Inc~~INC. By: /s/ David P. Edelman Name: David P. Edelman Title: Chief Financial Officer (Principal Financial and Accounting Officer)

Kenneth Cole Productions, Inc. designs, sources, and markets a broad range of footwear, handbags, apparel and accessories under the brand names Kenneth Cole New York; Kenneth Cole Reaction; Unlisted; and Le Tigre, as well as footwear under the proprietary trademark Gentle Souls. The Company has also granted a wide variety of third party licenses for the production of men's, women's and children's apparel as well as fragrances, watches, jewelry, eyewear, and several other accessory categories. The Company's products are distributed through department stores, better specialty stores, company-owned retail stores and its e-commerce website. Further information can be found at http://www.kennethcole.com/.

Forward Looking Statement Disclosure

The statements contained in this release, which are not historical facts, may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results might differ materially from those projected in such statements due to a number of risks and uncertainties, including but not limited to, demand and competition for the Company's products, the ability to enter into new product license agreements or to renew or replace existing product licensee agreements, changes in consumer preferences or fashion trends, delays in anticipated store openings, and changes in the Company's relationships with retailers, licensees, vendors and other resources. The forward looking statements contained herein are also subject to other risks and uncertainties that are described in the Company's reports and registration statements filed with the Securities and Exchange Commission.

Kenneth Cole Productions, Inc.

(unaudited)

(In thousands, except	Quarter Ended						Six Months Ended
per share & outstanding share amounts)
	06/30/12			06/30/11			06/30/12			06/30/11
Net sales	$	87,540		$	91,643		$	195,221		$	199,339
Royalty Revenue		9,778			10,602			18,937			20,379
Net revenues	$	97,318		$	102,245		$	214,158		$	219,718
Gross profit		39,533			41,496			82,683			83,167
Selling, gen’l & administrative expenses		39,700			40,441			85,861			86,746
Distribution center transition and proposed transaction costs		3,856			—			4,401			—
Store closing and severance costs		127			—			378			12,482
Total Operating Expense		43,683			40,441			90,640			99,228
Operating (loss) income		(4,150	)		1,055			(7,957	)		(16,061	)
Deferred compensation plan investment (loss)/gain		(645	)		—			1,071			—
Interest & other income, net		32			73			64			120
Investment impairment		(24	)		(376	)		(32	)		(376	)
Total Interest & Other (Expense) Income		(637	)		(303	)		1,103			(256	)
(Loss) Income before taxes		(4,787	)		752			(6,854	)		(16,317	)
Income tax (benefit) expense		(1,092	)		173			(1,279	)		306
Net (loss) income	$	(3,695	)	$	579		$	(5,575	)	$	(16,623	)
Net (loss) income per share:Basic	$	(0.20	)	$	0.03		$	(0.30	)	$	(0.91	)
Net (loss) income per share:Diluted	$	(0.20	)	$	0.03		$	(0.30	)	$	(0.91	)
Average shares outstanding:Basic		18,364,000			18,296,000			18,285,000			18,268,000
Average shares outstanding:Diluted		18,364,000			18,581,000			18,285,000			18,268,000
Balance Sheet Data:		06/30/12			06/30/11
Cash & Cash Equivalents	$	48,969		$	56,247
Accounts Receivable, Net		33,703			35,785
Inventory		49,736			41,329
Total Assets		234,056			246,077
Working Capital		93,749			75,362
Accounts Payable & Accrued Expenses		34,674			46,904
Long-term Debt		—			—
Total Shareholders’ Equity		142,821			130,537

Kenneth Cole Productions, Inc.

(unaudited)

As required by the Securities and Exchange Commission Regulation G, the following table contains information regarding the non-GAAP adjustments used by the Company in the presentation of its financial results.

(In thousands, except	Quarter Ended
per share & outstanding share amounts)
	06/30/12			06/30/11
Net (loss) income, as reported	$	(3,695	)	$	579
Income tax (benefit) expense, as reported		(1,092	)		173
(Loss) income before taxes, as reported		(4,787	)		752
Proposed transaction charges		1,925			—
Warehouse transition charges		1,931			—
Investment impairment		24			376
Total Other Charges		3,880			376
Adjusted (Loss) income before taxes		(907	)		1,128
Adjusted Income tax (benefit) expense *		(354	)		440
Adjusted Net (loss) income		(553	)		688
Net (loss) income per share: Basic, as reported	$	(0.20	)	$	0.03
Other Charges per share: Basic		(0.17	)		0.01
Adjusted Net (loss) income per share: Basic	$	(0.03	)	$	0.04
Net (loss) income per share: Diluted, as reported	$	(0.20	)	$	0.03
Other Charges per share: Diluted		(0.17	)		0.01
Adjusted Net (loss) income per share: Diluted	$	(0.03	)	$	0.04
Average shares outstanding:Basic		18,364,000			18,296,000
Average shares outstanding:Diluted		18,364,000			18,581,000
* Assumes a 39% tax rate

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