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): April 20, 2010
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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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(Registrant’s
Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
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Entry into Material Definitive
Agreement
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On April 20, 2010, NexCen Brands, Inc.
(the “Company”) amended its existing bank credit facility (the
“Facility”) by entering into a
Waiver and Tenth Amendment (the “Waiver and Tenth 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” or “Co-Issuers”)
and BTMU Capital Corporation (“BTMUCC”).
This
Waiver and Tenth Amendment modified certain provisions of the Facility to
provide relief from the obligation to issue a warrant that would have been
triggered on April 30, 2010 and provided waivers for certain potential
defaults. The material terms of the Waiver and Tenth
Amendment:
·
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extended from April 30,
2010 to May 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 certain
potential defaults of the Facility related to (1) the Issuer and
Subsidiary Borrowers’ free cash flow margin for the twelve months ended
March 31, 2010; (2) the debt service coverage ratios for the Class A and
Class B franchise notes; and (3) the late payment of fees to BTMUCC’s
outside counsel.
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The foregoing description of the Waiver
and Tenth 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 Tenth 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, January 15, 2010,
February 12, 2010, March 17, 2010 and March 31, 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 Tenth Amendment dated
April 20, 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 April 20, 2010.
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NEXCEN
BRANDS, INC. |
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/s/ Sue
J. Nam |
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By: |
Sue
J. Nam |
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Its: |
General
Counsel and Secretary |
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