As
filed with the Securities and Exchange Commission on March 25, 2010
No.
333-137365
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NEXCEN
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
|
20-2783217
(I.R.S.
Employer Identification Number)
|
1330
Avenue of the Americas, 34th
Floor
New
York, NY 10019
(212)
277-1100
(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive
offices)
|
Kenneth
J. Hall
Chief
Executive Officer
1330
Avenue of the Americas, 34th
Floor
New
York, NY 10019
(212)
277-1100
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
of all communications, including communications sent to agent for service,
should be sent to:
Mark
D. Director, Esq.
Andrew
M. Herman, Esq.
Kirkland
& Ellis LLP
655
15th
Street, N.W.
Washington,
DC 20005
(202)
879-5000
|
Approximate date of commencement of
proposed sale to the public: Not applicable
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. ¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 431(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of "large
accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
Reporting Company þ
|
Explanatory Note:
NexCen Brands, Inc. (the “Company”), filed Form
S-3 Registration Statement
No. 333-137365 (the
“Registration Statement”) on September 15, 2006, and it was later declared
effective. As the Company is not presently eligible to use Form S-3,
the purpose of this
Post-effective Amendment No. 1 to the Registration Statement is to
terminate the Registration Statement and to deregister any remaining shares of
the Company’s common stock, par value $0.01, registered pursuant to the
Registration Statement but not sold pursuant to the Registration Statement as of
the date this Post-effective Amendment No. 1 is filed with the Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements
of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of New York,
state of New York, on March 24, 2010.
|
NEXCEN
BRANDS, INC.
|
|
|
|
By:
|
/s/
Kenneth J. Hall
|
|
|
|
KENNETH
J. HALL
|
|
|
|
Chief
Executive Officer
|
|
Pursuant to the requirements of the
Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/s/
Kenneth J. Hall
|
|
Chief
Executive Officer
|
|
March
24, 2010
|
|
KENNETH
J. HALL
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Mark E. Stanko
|
|
Chief
Financial Officer
|
|
March
24, 2010
|
|
MARK
E. STANKO
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Brian Lane
|
|
Vice
President, Chief Accounting Officer
|
|
March
24, 2010
|
|
BRIAN
LANE
|
|
(Principal
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/
David S. Oros
|
|
Chairman
of the Board
|
|
March
24, 2010
|
|
DAVID
S. OROS
|
|
|
|
|
|
|
|
|
|
|
|
/s/
James T. Brady
|
|
Director
|
|
March
24, 2010
|
|
JAMES
T. BRADY
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Paul Caine
|
|
Director
|
|
March
24, 2010
|
|
PAUL
CAINE
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Edward J. Mathias
|
|
Director
|
|
March
24, 2010
|
|
EDWARD
J. MATHIAS
|
|
|
|
|
|
|
|
|
|
|
|
/s/
George P. Stamas
|
|
Director
|
|
March
24, 2010
|
|
GEORGE
P. STAMAS
|
|
|
|
|
|