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): August 11, 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.)
|
| |
|
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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)
|
(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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard;
Transfer of Listing
|
On
August
5, 2008, the Company filed a Form 12b-25 stating that it would not file its
Quarterly Report on Form 10-Q for the period ended June 30, 2008 with the
Securities and Exchange Commission, until such time that it had filed an
amendment to its Annual Report on Form 10-K for the year ended December 31,
2007
and its Quarterly Report on Form 10-Q for the period ended March 31,
2008.
As
a
result, the Company received a Nasdaq Staff Determination letter, on August
11,
2008, notifying the Company that it has not complied with Nasdaq Marketplace
Rule 4310(c)(14) due to its failure to file its Quarterly Report on Form 10-Q
for the period ended June 30, 2008. This
matter
serves as an additional basis for delisting the Company’s common stock from The
Nasdaq Stock Market. The Company previously disclosed that it received a Nasdaq
Staff Determination letter indicating that the Company’s common stock is subject
to delisting pursuant to Nasdaq Marketplace Rule 4310(c)(14) due to its failure
to file its Quarterly Report on Form 10-Q for the period ended March 31,
2008.
Following
the Company’s receipt of the initial letter, the Company requested and was
granted a hearing before the Nasdaq Listing Qualifications Panel (“Panel”). At
the hearing, held on July 10, 2008, the Company presented its plan to regain
compliance with Nasdaq’s filing requirements. The Company’s common stock will
remain listed on The Nasdaq Stock Market pending a listing determination by
the
Panel. The Company cannot provide any assurances that the Panel will grant
the
Company’s request for continued listing.
A
copy of
the press release announcing the Company’s receipt of the Nasdaq Staff
Determination letter is attached hereto as Exhibit 99.1 and is incorporated
by
reference herein.
| Item
9.01 |
Financial
Statements and Exhibits
|
|
|
99.1 |
Press
Release, dated August 12, 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 August 12, 2008.
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NEXCEN
BRANDS,
INC. |
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/s/ Kenneth J. Hall |
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|
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By: |
Kenneth J. Hall |
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Its: |
Executive Vice President,
Chief Financial Officer and
Treasurer |