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 31, 2006
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)
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(IRS Employer Identification No.) |
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| 1330 Avenue of the Americas, 40th 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) |
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
At the 2006 annual
stockholders meeting of NexCen Brands, Inc. (the “Company”), which was held on October 31, 2006, the Company’s
stockholders approved the sale of its remaining mortgage backed securities (“MBS”) portfolio for
the purpose of discontinuing its MBS business and allocating all cash proceeds from such sale to
the growth and development of the Company’s intellectual property (“IP”) business. One security
was sold and settled on October 31, 2006, with the remainder sold pursuant to forward sale
arrangements which will settle on November 21, 2006. The Company expects to recognize a gain in
the fourth quarter of 2006 of approximately $743,000 relating to the sale of these bonds.
The Company is no longer engaged in the MBS business. As a result, in all future accounting
periods, beginning with the fourth quarter of 2006, the results of the MBS business, will be
reported in discontinued operations. For future reporting periods, the Company will also revise
the presentation of the comparative period financial statements to reclassify MBS to discontinued
operations so that prior periods will be presented on a comparable basis.
A copy of the Company’s November 1, 2006 press release announcing the sale of MBS is attached
hereto as Exhibit 99.2 and is incorporated herein by this reference.
Pro form financial information relating to this transaction is contained in Item 9.01(b)
below.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information (unaudited)
The following unaudited Pro Forma Financial Statements are included with this report:
The unaudited pro forma financial statements are based on the financial statements of NexCen
Brands, Inc. after giving effect to the Company’s disposition of its remaining MBS business are
filed hereto as Exhibit 99.1.
(d) Exhibits
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| 99.1 |
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Unaudited Pro Forma Financial Statements |
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| 99.2 |
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Press Release dated November 1, 2006 |
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
November 3, 2006.
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NEXCEN BRANDS, INC. |
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/s/ David B. Meister |
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By: David B. Meister |
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Its: Chief Financial Officer |