UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): January 29, 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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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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EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K (this “Form 8-K/A”) of NexCen
Brands, Inc. (the “Company”), which was originally filed with the Securities and
Exchange Commission on January 29, 2008, is being filed solely to include the
financial statements and pro forma financial information required by Item 9.01
which was excluded from the original Form 8-K pursuant to Items 9.01(a) and
9.01(b). Except as described in this Explanatory Note, no other information
in
the original Form 8-K is modified or amended hereby. Capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed
to
them in the original Form 8-K.
Item
9.01 Financial
Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
The
audited statements of assets acquired and liabilities assumed of the Great
American Cookie Company Franchising, LLC (“GACCF”) and Great American
Manufacturing, LLC (“GAM,” and collectively with GACCF, the “Great American
Cookie Brand” or ”GAC”) of Mrs. Fields Famous Brands, LLC as of December 29,
2007 and December 30, 2006 and the statements of revenues and direct expenses
for the fiscal years in the three-year period ended December 29, 2007 is filed
as Exhibit 99.2 to this Form 8-K/A.
(b)
Pro
Forma Financial Information
The
unaudited pro forma condensed consolidated financial statements, which are
derived from: (i) the audited historical consolidated financial statements
of
the Company, (ii) the audited statements of assets acquired and liabilities
assumed, and revenues and direct expenses of Great American Cookie Brand, and
(iii) the unaudited financial information relating to Bill Blass, MaggieMoo’s,
Marble Slab, Waverly, Pretzel Time and Pretzelmaker Brands, all of which were
acquired in 2007 and whose actual results are included for only portions of
2007
in the historical financial statements of the Company, and which are presented
on a pro forma basis to include the items of income and expense as if these
acquisitions had all occurred on January 1, 2007, are filed as Exhibit 99.3
to
this Form 8-K/A.
(d)
Exhibits
23.1 |
Consent
of KPMG, LLP dated April 15, 2008.
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99.2
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Audited
Statements of Assets Acquired and Liabilities Assumed of the Great
American Cookie Brand as of December 29, 2007 and December 30, 2006,
and
Revenues and Direct Expenses for the fiscal years in the three-year
period
ended December 29, 2007.
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99.3 |
Unaudited
Pro Forma Condensed Consolidated Financial
Statements.
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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 April 15, 2008.
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NEXCEN BRANDS, INC. |
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/s/ Kenneth
J. Hall |
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By: Kenneth
J. Hall
Its:
Executive Vice President, Chief Financial Officer and
Treasurer
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