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): July 8, 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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On
July
8, 2008, NexCen
Brands, Inc. (the “Company”) received a Nasdaq Staff Deficiency letter
indicating that, for the last thirty consecutive business days, the bid price
for the Company’s common stock has closed below the minimum $1.00 per share
requirement for continued listing on The Nasdaq Stock Market under Nasdaq
Marketplace Rule 4450(a)(5). In accordance with Nasdaq Marketplace Rule
4450(e)(2), the Company has been provided an initial period of 180 calendar
days, or until January 5, 2009, to regain compliance. The letter states that
the
Nasdaq staff will provide written notification that the Company has achieved
compliance with Rule 4450(a)(5) if at any time before January 5, 2009, the
bid
price of the Company’s common stock closes at $1.00 per share or more for a
minimum of ten consecutive business days, although the letter also states that
the Nasdaq staff has discretion to require compliance for a period in excess
of
ten consecutive business days, but generally no more than twenty consecutive
business days, under certain circumstances.
The
Company intends to monitor the bid price of its common stock and consider
available options if its common stock does not trade at a level likely to result
in the Company regaining compliance with Nasdaq’s minimum bid price rule by
January 5, 2009.
If
the
Company does not regain compliance with Rule 4450(a)(5) by January 5, 2009,
the
Nasdaq staff will provide written notification that the Company’s securities
will be delisted. Should that occur, the Company intends to appeal the staff’s
determination to delist the Company’s securities to a Nasdaq Listing
Qualifications Panel.
A
copy of
the press release announcing the Company’s receipt of the Nasdaq Staff
Deficiency letter is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item
8.01 Other
Events
As
previously disclosed in a Current Report on Form 8-K filed on June 20, 2008,
Bank
of
America, the Company’s principal commercial bank, advised the Company that it
would terminate the deposit agreements and other treasury management services
that it provides to the Company as of July 9, 2008. The Company has been in
active discussions with Bank of America to maintain the deposit control
agreements and Bank of America has agreed to extend the termination date until
July 23, 2008.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
99.1 Press
Release, dated July 9, 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 July 9, 2008.
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NEXCEN
BRANDS, INC.
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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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Financial
Officer and Treasurer
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