UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
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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1330
Avenue of the Americas, 34th
Floor
New
York, NY
(Address
of Principal Executive Offices)
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10019
(Zip
Code)
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1999
Equity Incentive Plan
(Full
title of the plan)
Kenneth
J. Hall
Chief
Executive Officer
1330
Avenue of the Americas, 34th
Floor
New
York, NY 10019
(Name and
address of agent for service)
(212)
277-1100
(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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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 ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
Reporting Company þ
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Explanatory
Note:
NexCen
Brands, Inc. (the “Company”), filed Form S-8 Registration Statement No.
333-52220 (the “Registration Statement”) on December 19, 2000. As the
Company is not presently eligible to use Form S-8, 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-8 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 August 4, 2010.
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NEXCEN
BRANDS, INC.
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By:
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/s/
Kenneth J. Hall
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KENNETH
J. HALL
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Chief
Executive Officer
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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/
Kenneth J. Hall
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Chief
Executive Officer, Chief Financial Officer
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August
4, 2010
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KENNETH
J. HALL
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(Principal
Executive Officer and Principal Financial Officer)
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/s/
Brian Lane
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Vice
President, Chief Accounting Officer
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August
4, 2010
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BRIAN
LANE
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(Principal
Accounting Officer)
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/s/
David S. Oros
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Chairman
of the Board
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August
4, 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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August
4, 2010
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JAMES
T. BRADY
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/s/
Paul Caine
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Director
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August
4, 2010
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PAUL
CAINE
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/s/
Edward J. Mathias
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Director
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August
4, 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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August
4, 2010
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GEORGE
P. STAMAS
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