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~~THE SECURITIES EXCHANGE ACT OF 1934

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

Date of Report (Date of earliest event reported): June 28, 2012

KENNETH COLE PRODUCTIONS, INC.

(Exact name of registrant as specified in its charter)

New York	1-13082	13-3131650
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)
603 West 50th Street, New York, NY		10019
(Address of principal executive offices)		(Zip Code)

Commission File Number 1-13082

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

~~N/A~~ 13-3131650

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

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 5~~Item 2.02 ~~Departure~~Disclosure of ~~Directors~~Results ~~or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On August 1, 2012, Kenneth Cole Productions, Inc. (ethe “Company”) ~~Material~~issued ~~Amendment~~a topress ~~Executive~~release ~~Compensatory~~announcing ~~Plan~~the Company’s results for the second quarter ended June 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

OnItem ~~June 28, 2012, the board of directors of Kenneth Cole Productions, Inc~~9.01 ~~(the~~Financial ~~“Company”)~~Statements acting on the recommendation of the compensation committee of the Company approved an amendment (the “Amendment”) to the Company’s Non-Qualified Deferred Compensation Plan (as amended, the “Compensation Plan”) covering amounts deferred prior to October 5, 2004 and ~~the related Non-Qualified Deferred Compensation Plan Trust Agreement (the “Trust Agreement”) that the Company originally adopted for Mr~~Exhibits. ~~Kenneth D. Cole, the Chairman of the Board of Directors and the Chief Creative Officer of the Company, on October 25, 1994. The Amendment was made effective on June 28, 2012.~~

~~Under the Compensation Plan~~ (~~as amended~~d), Mr. Cole is required to be paid 50% of his deferred compensation balance on December 1, 2012, 50% of the remainder of such deferred compensation balance (as adjusted for notional investment gains and losses) on December 1, 2017, and 100% of the remainder of such deferred compensation balance (as adjusted for notional investment gains and losses) on December 1, 2022. However, any unpaid portion of such deferred compensation balance will be paid in a lump sum following the earliest to occur of Mr. Cole’s death, disability or separation from service or a change in control event with respect to the Company or its successors (as such term is defined for purposes of applicable Internal Revenue Service regulations). The Amendment will be effective regardless of whether or not the proposed merger announced by the Company on June 6, 2012 is completed. Exhibits:

299.1 Press Release dated August 1, 2012

~~SIGNATURE~~Limitation on Incorporation by Reference

~~Pursuant~~In accordance with General Instructions B.2 on Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the ~~requirements~~purposes of Section 18 of the Securities Exchange Act of 1934, ~~the~~as ~~registrant~~amended, ~~has~~or ~~duly~~otherwise ~~caused~~subject ~~this~~to ~~report~~liabilities toof bethat ~~signed~~Section, onunless ~~its~~we ~~behalf~~specifically incorporate it by reference in a document filed under the ~~undersigned~~Securities ~~hereunto~~Act ~~duly~~of ~~authorized~~1933 or the Securities Exchange Act of 1934. 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.

~~Date: July 5, 2012~~ SIGNATURES

~~KENNETH~~Pursuant ~~COLE~~to ~~PRODUCTIONS~~the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~David~~duly P.caused ~~Edelman~~this ~~Name:~~report ~~David~~to P.be ~~Edelman~~signed ~~Title:~~on ~~Chief~~its ~~Financial~~behalf ~~Officer~~by the undersigned hereunto duly authorized.

3Kenneth Cole Productions, Inc.

Registrant

Dated: August 2, 2012

By: /s/ DAVID P. EDELMAN

Name: David P. Edelman

Title: Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit Index

Description

Exhibit No. 99.1

Press Release dated August 1, 2012


Company Contact:	Investor Relations Contact:
David Edelman	James R. Palczynski
Chief Financial Officer	Principal
Kenneth Cole Productions, Inc.	Integrated Corporate Relations, Inc.
(212) 265-1500	(203) 682-8229

--Kenneth Cole Productions Reports Second Quarter 2012 Results--

New York, New 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 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-time transition costs relating to changing distribution centers described below, the Company’s adjusted net loss per fully-diluted share for the second quarter 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.

Gross profit, as a percentage of revenues, was 40.6% for the second quarter ended June 30, 2012, unchanged from the year-ago period.

Selling, general and administrative expenses (“SG&A”) in 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 loss for the second quarter was $(3.7) million or $(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 year-ago 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.

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.

Presentation of Financial Information

In addition to providing financial results and guidance in accordance with GAAP, the Company has provided non-GAAP adjusted earnings per share information for the quarter ended June 30, 2012. This non-GAAP financial information is provided to enhance the user's overall understanding of the Company's current financial performance. Specifically, the Company believes the non-GAAP adjusted results 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 in addition to, not 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 actual and expected results is included in the financial tables of this press release.

About Kenneth Cole Productions, Inc.

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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