Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
|
NEXCEN
BRANDS, INC.
|
(Name
of Issuer)
|
Common
Stock, par value $0.01 per share
|
(Title
of Class of Securities)
|
653351
10 6
|
(CUSIP
Number)
|
Robert
W. D’Loren
1330
Avenue of the Americas, 34th Floor
New
York, NY 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).
CUSIP
No. 653351 10 6
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
D’Loren
Realty, LLC
13-4081856
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(A)
o
|
(B)
x
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
|
|
6.
|
Citizenship
or Place of Organization
New
York
|
Number
of
Shares
Bene-
ficially
Owned
by Each
Reporting
Person
With
|
7.
|
Sole
Voting
Power
2,650,719
|
8.
|
Shared
Voting
Power
0
|
9.
|
Sole
Dispositive
Power
2,650,719
|
10.
|
Shared
Dispositive
Power 0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
2,650,719
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13.
|
Percent
of Class Represented by Amount in Row
(11) 4.8%
|
14.
|
Type
of Reporting Person (See
Instructions)
OO
|
CUSIP
No. 653351 10 6
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
|
Robert
W. D’Loren
###-##-####
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(A)
o
|
(B)
x
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
|
|
6.
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Bene-
ficially
Owned
by Each
Reporting
Person
With
|
7.
|
Sole
Voting
Power
3,702,131
|
8.
|
Shared
Voting
Power
2,650,719
|
9.
|
Sole
Dispositive
Power
1,788,708
|
10.
|
Shared
Dispositive
Power
2,650,719
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
6,352,850
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
13.
|
Percent
of Class Represented by Amount in Row
(11)
11.6%
|
14.
|
Type
of Reporting Person (See
Instructions)
IN
|
Introduction
This
Amendment No. 2 amends and supplements the Schedule 13D that was originally
filed on June 14, 2006, and that was amended and supplemented by Amendment
No. 1
filed on November 28, 2006 (as amended and supplemented, the “Schedule 13D”) by
(1) Robert W. D’Loren and (2) D’Loren Realty, LLC (“D’Loren Realty”), a New York
limited liability company (together with Mr. D’Loren, the “Reporting Persons”)
relating to their beneficial ownership of shares of common stock, par value
$0.01 per share (the “Shares”), of NexCen Brands, Inc., a Delaware corporation
(the “Issuer”). 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.
Item
1 of
the Schedule 13D is hereby amended as follows:
The
Issuer has moved its principal executive offices to 1330 Avenue of the Americas,
34th Floor, New York, NY 10019.
Item
2.
Identity and Background.
Item
2(b)
is hereby replaced in its entirety by the following:
(b) The
principal business address of Mr. D’Loren is c/o NexCen Brands, Inc., 1330
Avenue of the Americas, 34th Floor, New York, NY 10019. The principal business
address of D’Loren Realty is P.O. Box 18, East Norwich, NY
11732.
Item
4.
Purpose of Transaction.
The
following information is hereby added to the existing disclosure in Item 4
of
the Schedule 13D:
As
previously reported in Amendment No. 1, 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, which include the Reporting Persons, 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.
On
September 5, 2007, the board of directors of the Issuer determined that all
performance targets had been satisfied. As a result, the former UCC
securityholders became entitled to receive 2.5 million Shares and $10 million
in
cash. Consequently, the First Tranche Shares were released to the former UCC
securityholders and the Issuer issued an additional 1.6 million Shares to the
former UCC securityholders.
Other
than as described in this Schedule 13D, the Reporting Persons do 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) and 5(b) are hereby replaced in their entirety by the
following:
(a)
and
(b) Rows
(7)
through (11) and (13) of the cover pages to this Schedule 13D are hereby
incorporated by reference. For purposes of this Schedule 13D, the Issuer has
stated that 54,918,475 Shares are outstanding as of the date of this
report.
D’Loren
Realty:
D’Loren
Realty beneficially owns an aggregate of 2,650,719 Shares, constituting 4.8%
of
the total outstanding Shares of the Issuer. The 2,650,719 Shares beneficially
owned by D’Loren Realty include 318,086 Shares held in escrow to satisfy
indemnification claims made by the Issuer against the former UCC securityholders
because pursuant to the terms of the UCC escrow agreement D’Loren Reality
retains voting power over these Shares. D’Loren Realty has sole power to direct
the disposition and the sole power to direct the voting of 2,650,719
Shares.
Mr.
D’Loren:
Mr.
D’Loren beneficially owns an aggregate of 6,352,850 Shares, constituting 11.6%
of the total outstanding Shares of the Issuer. The 6,352,850 Shares beneficially
owned by Mr. D’Loren include (1) 1,001,384 Shares owned directly by Mr. D’Loren
(which include 102,666 Shares held in escrow to satisfy indemnification claims
made by the Issuer against the former UCC securityholders because pursuant
to
the terms of the UCC escrow agreement Mr. D’Loren retains voting power over
these Shares), (2) by virtue of his position as sole member-manager of D’Loren
Realty, the 2,650,719 Shares beneficially owned by D’Loren Realty, (3)
immediately exercisable warrants to purchase 41,666 Shares and options to
purchase 745,658 Shares, and (4) by virtue of the TAF Acquisition, the 1,413,423
Shares over which Mr. D’Loren exercises voting control pursuant to the terms of
the AFMA Voting Agreement and the 500,000 Shares over which Mr. D’Loren
exercises voting control pursuant to the terms of the Corliss Voting
Agreement.
Mr.
D’Loren has sole power to direct the disposition of 1,788,708 Shares (which
include 1,001,384 Shares owned directly by Mr. D’Loren and immediately
exercisable warrants to purchase 41,666 Shares and options to purchase 745,658
Shares). Mr. D’Loren has the sole power to direct the voting of 3,702,131 Shares
(which include 1,001,384 Shares owned directly by Mr. D’Loren, immediately
exercisable warrants to purchase 41,666 Shares and options to purchase 745,658
Shares and 1,913,423 Shares over which Mr. D’Loren exercises voting control
pursuant to the terms of the TAF Voting Agreements).
Mr.
D’Loren is the sole member-manager of D’Loren Realty. Mr. D’Loren therefore has
the shared power to direct the disposition and the shared power to direct the
voting of the 2,650,719 Shares beneficially owned by D’Loren
Realty.
Mr.
D’Loren is the grantor of the Robert D’Loren Family Trust Dated March 29, 2002
(the “Trust”), the beneficiaries of which are two minor children of Mr. D’Loren.
The Trust is irrevocable, the trustee is not a member the reporting person’s
immediate family, and the trustee has independent authority to vote and dispose
of the Shares held by the Trust. The Trust beneficially owns an aggregate of
537,308 Shares. Neither the filing of the Schedule 13D nor any of its contents
shall be deemed to constitute an admission that either Mr. D’Loren or D’Loren
Realty is the beneficial owner of the securities owned by the Trust for purposes
of Section 13(d) of the Exchange Act or for any other purposes, and such
beneficial ownership is expressly disclaimed.
(c) Transactions
in the Shares of the Issuer effected by Mr. D’Loren during the past sixty days
are described in Schedule A attached hereto and incorporated herein by
reference.
(d) Not
applicable.
(e) Not
applicable.
Signature
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certify that the information set forth in this
statement is true, complete and correct.
|
|
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|
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D’LOREN REALTY, LLC |
|
|
|
|
|
/s/ Robert
W.
D’Loren |
|
By:
Robert W. D’Loren |
|
Its:
Member-Manager |
|
|
|
|
|
|
|
|
/s/ Robert
W.
D’Loren |
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Robert
W. D’Loren |
SCHEDULE
A
Party
|
Date
of Transaction
|
Number
of Shares
|
Price
Per Share
|
Nature
of Transaction*
|
Robert
W. D’Loren
|
9/17/2007
|
150,000
|
$4.10
|
Exercise
of Exercisable Options
|
*
The
disposition of derivative securities and acquisition of the underlying Shares
listed above was reported on a Form 4 as required pursuant to Section 16 of
the
Securities Exchange Act of 1934.