SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 5)*
NEXCEN
BRANDS, INC.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
653351
10
6
(CUSIP
Number)
David
S.
Oros
Chairman
1330
Avenue of the Americas, New York, N.Y., 10019
Telephone:
(212) 277-1100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
5, 2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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Name of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
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2
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(A)
o
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(B)
x
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
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OO
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5
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Check if
Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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o
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6
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Citizenship
or Place of Organization
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United
States
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7
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Sole
Voting Power
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2,180,879
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Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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0
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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10
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Shared
Dispositive Power
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0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
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4.2%
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14
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Type
of Reporting Person (See Instructions)
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IN
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Introduction
This
Amendment No. 5 amends and supplements the Schedule 13D that was originally
filed on July 9, 2001, and that was amended and supplemented by Amendment No.
1
filed on February 7, 2006, Amendment No. 2 filed on June 23, 2006, Amendment
No.
3 filed on November 1, 2006, and Amendment No. 4 filed on April 24, 2007 (as
amended and supplemented, the “Schedule 13D”) by (i) David S. Oros and (ii)
NexGen Technologies, LLC, a Maryland limited liability company relating to
their
beneficial ownership of shares of the common stock, par value $0.01 per share
(the “Shares”), of NexCen Brands, Inc., a Delaware corporation (the “Issuer”).
This Amendment No. 5 is filed solely by Mr. Oros (the “Reporting Person”). As
disclosed in Amendment No. 3, NexGen Technologies, LLC ceased to be a beneficial
owner of more than five percent of the Issuer’s Shares on October 23, 2006.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Schedule 13D.
Except
as
specifically provided herein, this Amendment does not modify any of the
information previously reported in the Schedule 13D.
Item
1.
Security and Issuer.
The
Issuer has moved its principal executive offices to 1330 Avenue of the Americas,
34th Floor, New York, NY 10019.
Item
4.
Purpose of Transaction.
The
following information is hereby added to the existing disclosure in Item 4
of
the Schedule 13D:
On
June
5, 2007, NexGen Technologies, LLC, completed its Rule 10b5-1 trading plan (the
“NexGen Plan”). As previously reported in Amendment No. 4, the NexGen Plan
specified that an aggregate of 1,209,699 Shares could be sold periodically,
subject to the terms and conditions of the NexGen Plan between March 26, 2007
and March 26, 2008. Between April 24, 2007, the filing date of Amendment No.
4,
and June 5, 2007, the remaining 216,989 Shares under the NexGen Plan were sold.
Pursuant to Rule 13d-2(a) of the Securities Exchange Act of 1934, as amended,
an
amendment was not filed because the disposition was not deemed to be “material.”
The Reporting Person is providing this additional disclosure to reconcile the
changes in beneficial ownership since the last amendment.
As
previously reported in Amendment No. 2, the Reporting Person held 150,000 shares
of restricted stock that began vesting upon the Issuer’s determination of a
Trigger Event, as reported previously on a Current Report on Form 8-K filed
by
the Issuer on June 7, 2006. On June 6, 2007, the first 50,000 shares of
restricted stock vested. The remaining 100,000 remain subject to vesting and
are
not deemed beneficially owned for purposes of this Schedule 13D.
As
previously reported in Amendment No. 2, in connection with the Issuer's
acquisition of UCC Capital Corp. (“UCC Capital”), UCC Consulting Corp.
(“Consulting Corp.”) and UCC Servicing, LLC (“Servicing LLC,” and together with
UCC Capital and Consulting Corp., “UCC”) on June 6, 2006, the Issuer agreed to
issue additional merger consideration (in the form of an earn-out) to the former
UCC
securityholders of
up to
2.5 million Shares and $10 million in cash if future performance targets were
met following closing.
At
the closing of the UCC acquisition, the Issuer issued the first 900,000 Shares
of the earn-out consideration (the “First Tranche Shares”) into an escrow
account maintained by Wilmington Trust Company, as escrow agent, to be held
pending satisfaction of the performance targets. Also at the closing of the
UCC
acquisition, the former UCC securityholders and the Reporting Person entered
into a voting agreement (the “Voting Agreement”) pursuant to which the Reporting
Person received a proxy from the former UCC securityholders to vote or act
by
written consent with respect to the First Tranche Shares prior to their release
to the former UCC securityholders. On September 5, 2007, the board of directors
of the Issuer determined that all performance targets had been satisfied. As
a
result, the First Tranche Shares were released to the former UCC securityholders
and the Voting Agreement was terminated.
Other
than as described in this Schedule 13D, the Reporting Person does not have
any
plan or proposal that relates to or would result in any of the actions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5.
Interest in Securities of the Issuer.
Items
5(a) - (e) are hereby replaced in their entirety by the following:
(a)
and
(b) Rows
(11)
and (13) of the cover pages to this Schedule 13D are hereby incorporated by
reference. Mr. Oros beneficially owns an aggregate of 2,180,879 Shares,
constituting 4.2% of the total outstanding Shares as of July 31, 2007, based
on
the number of Shares outstanding as reported in the Issuer’s Current Report on
Form 8-K filed on September 6, 2007. Mr. Oros has the sole power to direct
the
voting of 2,180,879 Shares
beneficially owned by him, and the sole power to direct the disposition of
2,180,879 Shares
beneficially owned by him. The 2,180,879 Shares
beneficially owned by Mr. Oros include 731,000 Shares owned by Mr. Oros, 764,279
Shares owned jointly by Mr. Oros and his wife, immediately exercisable warrants
to purchase 655,000 Shares and options to purchase 30,600 Shares. Mr. Oros
has
the sole power to direct the voting and disposition of the 655,000 Shares
issuable upon exercise of warrants and the 30,600 Shares issuable upon exercise
of options.
(c) Transactions
in the Shares of the Issuer effected by Mr. Oros during the past sixty days
are
described in Schedule A attached hereto and incorporated herein by
reference.
(d) Not
applicable.
(e) NexGen
Technologies, LLC ceased to be a beneficial owner of more than five percent
of
the Issuer’s Shares on October 23, 2006. Mr. Oros ceased to be a beneficial
owner of more than five percent of the Issuer’s Shares on September
5, 2007.
Signature
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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/s/ David
S.
Oros |
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David
S. Oros |
SCHEDULE
A
Party
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Date
of Transaction
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Number
of Shares
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Price
Per Share
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Nature
of Transaction*
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David
S. Oros
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8/15/2007
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157,500
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$4.00
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Exercise
of Exercisable Warrants
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David
S. Oros
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9/12/2007
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100,000
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$2.95
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Exercise
of Exercisable Options
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*
Each
such disposition of derivative securities and acquisition of the underlying
Shares listed above has been reported on a Form 4 as required pursuant to
Section 16 of the Securities Exchange Act of 1934.