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 16, 2009
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
Periodic
Reporting Update
NexCen
Brands, Inc. (the “Company”) previously announced that it anticipated being able
to file an amendment to its Annual Report on Form 10-K for the year ended
December 31, 2007 (the “2007 10-K”), which will include a restatement of its
2007 financial results, as well as its 2008 quarterly and annual reports, with
the Securities and Exchange Commission (“SEC”) by March 31, 2009. The
Company will be delayed in filing these reports beyond March 31, 2009 by several
weeks.
Although
the Company has finalized the review of its 2007 financial statements, the
Company believes that in order to ensure proper consideration of all events
since the end of the 2007 fiscal year, it must complete the audit of its annual
financial statements for 2008 prior to finalizing the amendment of the 2007
10-K. The process of completing the preparation and audit of the 2008
financial statements is taking longer than originally anticipated. In
addition, because the Company will effectively be finalizing all five of the
periodic reports to be filed before it files any of them, the filing of the
amendment of the 2007 10-K is delayed.
After
filing the amendment to the 2007 10-K, the Company expects to promptly file its
Quarterly Reports on Form 10-Q for the first, second and third quarters of 2008
and its Annual Report on Form 10-K for the year ended December 31, 2008 (“2008
10-K”). The Company will file a Form 12b-25 to report that it will be
unable to timely file its 2008 10-K by March 31, 2009. The Company is
working expeditiously to complete the restatement process and file these reports
as soon as possible.
SEC
Investigation Update
As
previously reported in a Current Report on Form 8-K filed on August 21, 2008,
the Company has been voluntarily cooperating with the Staff of the SEC Division
of Enforcement in its informal inquiry into matters relating to the Company’s
January 2008 financing of its Great American Cookies acquisition. In
conversations with the Staff on March 16, 2009, the Company first became aware
that the Staff had obtained a formal order of investigation from the SEC
regarding these matters. The Company is continuing to cooperate with
the SEC in its investigation, and the formal order of investigation has had no
impact on the timing of the Company’s work to complete the filing of its
periodic reports discussed above or on the financial results contained in such
periodic reports.
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 27, 2009.
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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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Chief
Executive Officer
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