UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): March 5, 2008
NEXCEN
BRANDS, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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000-27707
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20-2783217
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1330
Avenue of the Americas, 34th Floor, New York, NY
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10019-5400
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
277-1100
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(Registrant’s
Telephone Number, Including Area
Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
March
5, 2008, the Board of Directors of NexCen Brands, Inc. (the “Company”) approved
amendments to the Company’s Bylaws, effective immediately, to (i) correct
internal cross-references and other minor clean up items, (ii) reflect the
Company’s name change to “NexCen Brands, Inc.” and (iii) include procedures to
explicitly authorize the issuance and transfer of uncertificated shares of
the
Company’s common stock.
The
Company’s Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current
Report on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
3.1 Amended
and Restated Bylaws of the Company.
SIGNATURES
According
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, thereunto
duly authorized on March 6,
2008.
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NEXCEN
BRANDS, INC.
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/s/
David B. Meister
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By:
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David
B. Meister
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Its:
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Senior
Vice President and Chief
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Financial
Officer
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