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): February 10,
2010
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
1.01
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Entry
into Material Definitive Agreement
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On
February 10, 2010, NexCen Brands, Inc. (the “Company”) amended its existing bank
credit facility (the “Facility”) by entering into a Waiver and Seventh Amendment
(the “Waiver and Seventh Amendment”) by and among the Company, NexCen Holding
Corporation, a wholly owned subsidiary of the Company (“Issuer”), certain of the
Issuer’s subsidiaries (“Subsidiary Borrowers”) and BTMU Capital Corporation
(“BTMUCC”).
This
Waiver and Seventh Amendment modified certain provisions of the Facility to
provide relief from certain requirements related to free cash flow margin and an
obligation to issue a warrant covering 2.8 million shares of the Company’s
common stock that would have been triggered on February 28, 2010. The
material terms of the Waiver and Seventh Amendment:
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·
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extended
from February 28, 2010 to March 31, 2010 the trigger date on which BTMUCC
would be entitled to receive a warrant covering up to 2.8 million shares
of the Company’s common stock at an exercise price of $0.01 per share if
the Class B franchise notes are not repaid by the trigger date;
and
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·
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waived
a default related to the Issuer and Subsidiary Borrowers’ free cash flow
margin for the twelve months ended January 31,
2010.
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The
foregoing description of the Waiver and Seventh Amendment and the modifications
contained therein does not purport to be complete and is qualified in its
entirety by the terms and conditions of such Waiver and Seventh Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form
8-K. Additional information regarding the terms and conditions of the
Facility are included in the Company’s Current Reports on Form 8-K filed with
the Securities Exchange Commission on August 21, 2008, December 29, 2008,
January 29, 2009, July 20, 2009, August 7, 2009 and January 15,
2010.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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As
discussed above in Item 1.01, the Company amended its existing bank credit
facility. The descriptions in Item 1.01 are incorporated herein by
reference.
Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
10.1 Waiver
and Seventh Amendment dated February 10, 2010, by and among NexCen Brands, Inc.,
NexCen Holding Corporation, the Subsidiary Borrowers parties thereto, and BTMU
Capital Corporation.
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 February 12, 2010.
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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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