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): September 25, 2008
NEXCEN
BRANDS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
|
000-27707
|
20-2783217
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| |
|
|
1330
Avenue of the Americas, 34th
Floor, New York, NY
|
10019-5400
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(212)
277-1100
(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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
September 25, 2008, Jack B. Dunn IV, a member of the board of directors of
NexCen Brands, Inc. (the “Company”), resigned from his position as a director
and as a member of the Company’s compensation committee and nominating and
corporate governance committee.
In
connection with Mr. Dunn’s resignation, the board of directors by resolution
reduced the size of the board from seven members to six and appointed Paul
Caine
as a member of the Company’s nominating and corporate governance committee to
fill one of the vacancies left by Mr. Dunn. The board further concluded that,
in
light of the Company’s announced restructuring plans and intentions to sell the
Waverly and Bill Blass businesses, and the fact that the intended business
relationship between Marvin Traub and the Company did not materialize as
anticipated, Mr. Traub should be considered an independent director. As
disclosed previously in the Company’s Annual Report on Form 10-K/A filed on
April 29, 2008, Mr. Traub was eligible to be considered independent under
Nasdaq’s independence standards. After the conclusion of such determination, the
board appointed Mr. Traub as a member of the Company’s compensation committee to
fill the remaining vacancy left by Mr. Dunn.
A
copy of
the press release announcing Mr. Dunn’s resignation is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
99.1 Press
release, dated September 26, 2008.
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 September 26, 2008.
| |
|
|
| |
NEXCEN BRANDS,
INC. |
|
|
|
| |
|
/s/ Sue
J.
Nam
|
| |
By: |
Sue J. Nam |
| |
Its: |
General
Counsel |