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): July 29, 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)
|
|
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
5.07 Submission of Matters to a Vote of Security Holders
On July
29, 2010, NexCen Brands, Inc. (the “Company”) held a special meeting of
stockholders (the “Special Meeting”) at which four proposals were presented to
the Company’s stockholders for consideration. At the Special Meeting,
a majority of the shares of the Company’s common stock issued and outstanding as
of the record date of June 4, 2010, as represented by proxy or in person, voted
in favor of all four proposals.
The four
matters presented for consideration were: (1) the sale of substantially all of
the assets of the Company to Global Franchise Group,
LLC, an affiliate of Levine Leichtman Capital Partners IV, L.P., pursuant
to the terms of the Acquisition Agreement, dated May 13, 2010, between the
Company and Global Franchise Group, LLC (the “Asset Sale”), (2) the plan of
complete dissolution and liquidation of the Company, including the liquidation
and dissolution of the Company contemplated thereby, following the closing of
the Asset Sale, (3) an amendment to the Company’s certificate of incorporation
to reduce the number of authorized shares of capital stock from 1 billion shares
of common stock and 1 million shares of preferred stock to 100 million shares of
common stock and 1 million shares of preferred stock, and (4) authorization for
the Company’s Board of Directors to adjourn the Special Meeting, in its
discretion, if the voting power of holders of the Company’s common stock
represented and voting in favor of the asset sale proposal, the plan of
dissolution proposal or the share reduction proposal was insufficient to approve
any of such proposals under Delaware law. These proposals were
described in detail in the Company’s definitive Proxy Statement for the Special
Meeting filed with the Securities Exchange Commission on June 11,
2010.
At the
Special Meeting, a total of 41,252,886 shares, or 72.4%, of the Company’s common
stock issued and outstanding as of the record date of June 4, 2010, was
represented by proxy or in person. Computershare, the Company’s
independent inspector of elections at the Special Meeting, has certified the
voting results. The results of the Special Meeting are as set forth
below.
Proposal
1
The asset
sale proposal was approved by the Company’s stockholders by the following
vote:
For
|
Against
|
Abstentions
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Broker Non-Votes
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37,017,104
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4,026,904
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208,878
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0
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Proposal
2
The plan
of dissolution proposal was approved by the Company’s stockholders by the
following vote:
For
|
Against
|
Abstentions
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Broker Non-Votes
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32,562,467
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8,503,591
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186,828
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0
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Proposal
3
The share
reduction proposal was approved by the Company’s stockholders by the following
vote:
For
|
Against
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Abstentions
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Broker Non-Votes
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32,596,077
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8,459,727
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197,082
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0
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Proposal
4
The
adjournment proposal was approved by the Company’s stockholders by the following
vote:
For
|
Against
|
Abstentions
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Broker Non-Votes
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35,415,767
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5,627,800
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209,319
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0
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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 July 29, 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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