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): May 20, 2008
NEXCEN
BRANDS, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
|
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)
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
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):
|
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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard;
Transfer of Listing
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As
previously reported on May 19, 2008, the Company was unable to file its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008
with
the Securities and Exchange Commission.
As
expected, on May 20, 2008, the Company received a Nasdaq Staff Determination
letter notifying the Company that it has not complied with Nasdaq Marketplace
Rule 4310(c)(14) because the Company has not timely filed its Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2008 and that, as a
result, the Company’s common stock is subject to delisting from The Nasdaq Stock
Market. As previously disclosed, the Company intends to initiate the appeal
process by requesting a hearing before the Nasdaq Listing Qualifications Panel.
Under Nasdaq rules, a request for a hearing stays the delisting action pending
the Nasdaq Listing Qualifications Panel’s decision. Accordingly, the Company’s
common stock will remain listed on The Nasdaq Stock Market pending a listing
determination by the Nasdaq Listing Qualifications Panel. The Company cannot
provide any assurances that the Nasdaq Listing Qualifications Panel will grant
the Company’s request for continued listing.
A
copy of
the press release announcing the Company’s receipt of the Nasdaq Staff
Determination letter is attached hereto as Exhibit 99.1 and is incorporated
by
reference herein.
Item
9.01 |
Financial
Statements and Exhibits
|
(d)
Exhibits
99.1 Press
Release, dated May 23, 2008.
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 May 27, 2008.
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NEXCEN
BRANDS, INC.
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/s/
Kenneth J. Hall
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By:
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Kenneth
J. Hall
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Its:
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Executive
Vice President, Chief
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|
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Financial
Officer and Treasurer
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