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): October 5,
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
September 28, 2009, Brian Lane, age 47, commenced his employment and was
appointed as Vice President, Chief Accounting Officer of NexCen Brands, Inc.
(the “Company”). In this capacity, Mr. Lane will serve as the
Company’s principal accounting officer assuming such duties from Mark Stanko,
the Company’s Chief Financial Officer, effective on October 5,
2009. Mr. Lane will be responsible for the Company’s SEC reporting
compliance, corporate accounting functions, and the Company’s accounting
policies and procedures. Previously, on September 14, 2009, the
Company entered into an Offer Letter with Mr. Lane which detailed the terms of
his subsequent employment. The Offer Letter is attached as Exhibit
10.1 to this Current Report on Form 8-K.
Prior to
joining the Company, from 2008 to 2009, Mr. Lane served as Chief Accounting
Officer for Altisource Portfolio
Solutions, a financial services company. From 2005 to 2008,
Mr. Lane held the position of Controller for the Credit Card Division of
CompuCredit Corporation, a
financial services company. From 1998 to 2005, Mr. Lane was the Chief
Financial Officer for Blimpie International, Inc., a franchisor of quick
service restaurant brands. Mr. Lane started his career with
Ernst & Young LLP, where he served both public and private companies during
his 11 years with that firm. Mr. Lane received a BBA in accounting
from the University of Georgia. He is a certified public
accountant.
Offer Letter
Summary
Pursuant
to the Offer Letter, Mr. Lane will receive an initial annual base salary,
subject to periodic review and upward adjustment, as well as various perquisites
and benefits. Mr. Lane may be eligible to receive a performance-based
bonus, at the Company’s sole discretion or pursuant to the Company’s bonus plan
then in effect. Mr. Lane will also be eligible to receive a stock
option grant of the Company’s common stock, at the sole discretion of the
Company and subject to the approval of the Company’s Compensation Committee,
under the terms of the Company’s 2006 Long Term Equity Incentive
Plan. Either the Company or Mr. Lane may terminate Mr. Lane’s
employment, at will, with or without cause for any reason
whatsoever.
Pursuant
to the Offer Letter, Mr. Lane also executed an employee representation letter on
September 14, 2009. Under the terms of the employee representation
letter, which is signed by all employees of the Company, Mr. Lane acknowledged
his obligations, during and after his employment with the Company, with respect
to (i) confidential information, (ii) records and other property of the Company,
(iii) non-solicitation of customers and employees, and (iv) non-disparagement of
the Company and non-interference with the Company’s business
relationships.
The
foregoing is a summary of the terms of the Offer Letter. Such summary
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Offer Letter, a copy of which is attached hereto as Exhibit
10.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1
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Offer
Letter dated September 14, 2009 by and between NexCen Brands, Inc. and
Brian Lane.
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99.1
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Press
Release dated October 8, 2009.
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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 October 8, 2009.
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NEXCEN
BRANDS, INC.
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/s/
Sue J. Nam
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By:
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Sue
J. Nam
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Its:
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General
Counsel
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