As
filed with the Securities and Exchange Commission on November 2,
2010
No. 333-48898
UNITED
STATES
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)
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20-2783217
(I.R.S.
Employer Identification Number)
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c/o
XRoads Solutions Group, LLC
400
Madison Avenue, 3rd Floor
New
York, NY 10017
(212)
277-1100 and (212) 610-5631
(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive
offices)
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Dennis
Simon
President
c/o
XRoads Solutions Group, LLC
400
Madison Avenue, 3rd Floor
New
York, NY 10017
(212)
610-5631
(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
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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.
333-48898 (the “Registration Statement”) on October 30, 2000, 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 November 1, 2010.
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NEXCEN
BRANDS, INC.
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By:
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/s/
Dennis Simon
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DENNIS
SIMON
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President
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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
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TITLE
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DATE
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/s/
Dennis Simon
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President
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November
1, 2010
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DENNIS
SIMON
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(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
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/s/
David S. Oros
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Chairman
of the Board
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November
1, 2010
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DAVID
S. OROS
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/s/
James T. Brady
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Director
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November
1, 2010
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JAMES
T. BRADY
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/s/
Paul Caine
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Director
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November
1, 2010
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PAUL
CAINE
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/s/
Edward J. Mathias
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Director
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November
1, 2010
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EDWARD
J. MATHIAS
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/s/
George P. Stamas
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Director
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November
1, 2010
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GEORGE
P. STAMAS
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