UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
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 7, 2007
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, 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
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(Registrant’s
Telephone Number, Including Area
Code)
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(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))
EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K (this “Form 8-K/A”) of NexCen
Brands, Inc. (the “Company”), which was originally filed with the Securities and
Exchange Commission on August 8, 2007, is being filed solely to include the
financial statements and pro forma financial information required by Item 9.01
which was excluded from the original Form 8-K pursuant to Items 9.01(a) and
9.01(b). Except as described in this Explanatory Note, no other information
in
the original Form 8-K is modified or amended hereby. Capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed
to
them in the original Form 8-K.
Item
9.01 Financial
Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
The
audited statement of revenues and direct expenses of Pretzel Time Franchising,
LLC (“Pretzel Time”) and Pretzelmaker Franchising, LLC (“Pretzelmaker,” and
together with Pretzel Time, the “Pretzel Time and Pretzelmaker Brands”) of Mrs.
Fields Famous Brands, LLC for the year ended December 30, 2006 is filed as
Exhibit 99.2 to this Form 8-K/A.
(b)
Pro
Forma Financial Information
The
unaudited pro forma condensed consolidated financial statements, which are
derived from: (i) the audited historical consolidated financial statements
of
the Company, (ii) the unaudited financial information of Athlete's Foot Brands,
LLC (“TAF,” acquired on November 7, 2006), (iii) the audited historical
consolidated financial statements of Bill Blass Holding Co., Inc. (“Bill Blass,”
acquired on February 15, 2007) after giving effect to the sale by Bill Blass
of
Bill Blass, Ltd., a wholly owned subsidiary, (iv) the audited historical
consolidated financial statements of MaggieMoo's International, LLC
(“MaggieMoo’s”) and the audited historical financial statements of Marble Slab
Creamery, Inc. (“Marble Slab”), both of which were acquired on February 28,
2007, (v) the audited statement of revenues and direct expenses of the Waverly®,
Gramercy®, and Village® Brands (the “Waverly Brands,” acquired on May 2, 2007),
and (vi) the audited statement of revenues and direct expenses of the Pretzel
Time and Pretzelmaker Brands, are filed as Exhibit 99.3 to this Form
8-K/A.
| 23.1 |
Consent of KPMG, LLP dated October 22,
2007. |
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| 99.1 |
Unaudited
Purchase Price Information |
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99.2
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Audited
Statement of Revenues and Direct Expenses of the Pretzel Time and
Pretzelmaker Brands for the year ended December 30,
2006.
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| 99.3 |
Unaudited Pro Forma Condensed Consolidated
Financial Statements. |
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 22,
2007.
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NEXCEN
BRANDS, INC.
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By: |
/s/David
B. Meister
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Its: |
Senior
Vice President and Chief
Financial
Officer
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