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 29, 2008
NEXCEN
BRANDS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(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)
|
(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
(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
1.01 |
Entry
into Material Definitive
Agreement
|
As
previously disclosed, NexCen Brands, Inc. (the “Company”) has been in active
discussions to sell its Waverly business as part of its announced restructuring
plan which is centered on the Company’s franchising business.
On
September 29, 2008, the Company, NexCen Fixed Asset Company, LLC (“NFAC”),
NexCen Brand Management, Inc. (“NBM”), WV IP Holdings, LLC (“WV IP Holdings,”
and with NFAC and NBM, each individually, a “Seller,” and collectively, the
“Sellers”), each a direct or indirect wholly-owned subsidiary of the Company,
entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Iconix
Brand Group, Inc. (“Buyer”). A copy of the Purchase Agreement is attached as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Pursuant
to the Purchase Agreement, Buyer has agreed to purchase substantially all of
the
assets associated with the Company’s Waverly, Gramercy and Village brands. The
purchase price is $26.0 million in cash. Additionally,
Buyer will assume certain future liabilities associated with the Waverly
business. We
expect
the transaction to close within the next 30 days.
The
Purchase Agreement contains customary representations, warranties and covenants.
Subject to limited exceptions, the representations and warranties of the Company
and the Sellers will survive the closing for one year. Intellectual property
representations survive for a period of three (3) years following the closing
and tax representations survive until the expiration of the applicable statutes
of limitations. Specified fundamental representations, such as organization
and
good standing, authorization, and title to assets, will survive indefinitely.
Indemnification claims by Buyer for breaches of representations and
warranties are
generally capped at $2.6 million and are subject to a $250,000 threshold.
Indemnification claims by Buyer for breaches of specified intellectual property
and license agreement representations and warranties are each individually
capped at $10 million and are subject to a $50,000 threshold. The foregoing
caps
and thresholds due not apply to tax or specified fundamental representations.
The closing is subject to the satisfaction of specified closing conditions,
including the execution of a sublease for certain leased spaced primarily used
in connection with the Waverly business, and customary conditions for a
transaction of this type.
The
foregoing description of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by the terms and conditions of such agreement, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K.
The
Purchase Agreement has been included as an exhibit to this Current Report on
Form 8-K to provide you with information regarding its terms. The Purchase
Agreement contains representations and warranties that the parties thereto
made
to the other parties thereto as of specific dates. The assertions embodied
in
the representations and warranties in the Purchase Agreement were made solely
for purposes of the contracts among the respective parties, and each may be
subject to important qualifications and limitations agreed to by the parties
in
connection with negotiating the terms thereof. Moreover, some of those
representations and warranties may not be accurate or complete as of any
specified date, may be subject to a contractual standard of materiality
different from those generally applicable to stockholders or may have been
used
for the purpose of allocating risk among the parties rather than establishing
matters as facts.
On
September 29, 2008, the Company issued a press release announcing the signing
of
the Purchase Agreement as described in Item 1.01 above. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is
incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits
|
(d)
Exhibits
2.1 Asset
Purchase Agreement by and among NexCen Brands, Inc., NexCen Fixed Asset Company,
LLC, NexCen Brand Management, Inc., WV IP Holdings, LLC, and Iconix Brand Group,
Inc. dated September 29, 2008.
99.1 Press
Release dated September 29, 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 29, 2008.
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NEXCEN
BRANDS,
INC. |
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/s/ Sue
J.
Nam |
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By: |
Sue
J.
Nam |
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Its: |
General Counsel |