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): October 3, 2008
(Exact
Name of Registrant as Specified in Its Charter)
(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)
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(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))
On
October 3, 2008, NexCen Brands, Inc. (the “Company”) completed the sale of
substantially all of the assets associated with the Company’s Waverly, Gramercy
and Village brands (the “Waverly Business”), pursuant to that certain Asset
Purchase Agreement entered into on September 29, 2008, by and among 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, and Iconix Brand Group, Inc. (“Buyer”)
(the “Purchase Agreement”).
The
Company and the Sellers received $26.0 million in cash as consideration for
the
sale of the Waverly Business. Additionally, Buyer
assumed certain future liabilities associated with the Waverly Business. A
copy
of the Purchase Agreement was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on September 30, 2008.
On
October 6, 2008, the Company issued a press release announcing the closing
of
the sale of the Waverly Business as described 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
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(d)
Exhibits
99.1 Press
Release dated October 6, 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 October 7, 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 |