Unassociated Document
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): March 30, 2010
| 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.)
|
|
1330
Avenue of the Americas, 34th
Floor, New York, NY
|
|
10019-5400
|
|
(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
1.01 Entry into Material
Definitive Agreement
On March
30, 2010, NexCen Brands, Inc. (the “Company”) amended its existing bank credit
facility (the “Facility”) by entering into a Ninth Amendment (the “Ninth
Amendment”) by and among the Company, NexCen Holding Corporation, a wholly owned
subsidiary of the Company (“Issuer”), certain of the Issuer’s subsidiaries
(“Subsidiary Borrowers” or “Co-Issuers”) and BTMU Capital Corporation
(“BTMUCC”).
This Ninth Amendment
extended from March 31, 2010 to April 30, 2010 the trigger date on which
BTMUCC would be entitled to receive a warrant covering up to 2.8 million shares
of the Company’s common stock at an exercise price of $0.01 per share if the
Class B franchise notes are not repaid by the trigger date.
The
foregoing description of the Ninth Amendment and the modifications contained
therein does not purport to be complete and is qualified in its entirety by the
terms and conditions of such Ninth Amendment, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K. Additional information regarding the
terms and conditions of the Facility are included in the Company’s Current
Reports on Form 8-K filed with the Securities Exchange Commission on August 21,
2008, December 29, 2008, January 29, 2009, July 20, 2009, August 7, 2009,
January 15, 2010, February 12, 2010 and March 17, 2010.
Item
2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
As
discussed above in Item 1.01, the Company amended its existing bank credit
facility. The descriptions in Item 1.01 are incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits
(d)
Exhibits
10.1 Ninth
Amendment dated March 30, 2010, by and among NexCen Brands, Inc., NexCen Holding
Corporation, the Subsidiary Borrowers parties thereto, and BTMU Capital
Corporation.
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 March 30, 2010.
| |
NEXCEN
BRANDS, INC.
|
|
| |
|
|
|
|
|
/s/ Kenneth
J.
Hall |
|
| |
By: Kenneth
J. Hall |
|
| |
Its: Chief
Executive Officer |
|
| |
|
|
|