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SEC FILE NUMBER
000-27707
CUSIP NUMBER
653351 10 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE) |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
NexCen Brands, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
1330 Avenue of the Americas, 34th Floor
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Address of Principal Executive Office (Street and Number)
New York, NY 10019
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
|_| portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
NexCen Brands, Inc. (the "Company") will not file its Quarterly Report on Form
10-Q for the period ended June 30, 2008 by the required filing date and will not
file such report within the five day grace period provided in Rule 12b-25. As
previously disclosed in a Current Report on Form 8-K filed on May 19, 2008, the
authorized officers of the Company concluded that the Company's audited
financial statements for the fiscal year ended December 31, 2007, as contained
in the Company's Annual Report on Form 10-K for the year ended December 31, 2007
(the "Annual Report"), should no longer be relied upon. Additionally, KPMG LLP,
the Company's independent account, determined that no reliance should be placed
on its audit report dated March 20, 2008 on the Company's consolidated financial
statements as of December 31, 2007 and 2006 and each of the years in the
three-year period ended December 31, 2007 or its report dated March 20, 2008 on
the effectiveness of internal control over financial reporting as of December
31, 2007, as contained in the Annual Report. The Company expects to file its
Quarterly Report on Form 10-Q for the period ended June 30, 2008 as soon as
practicable after the Company files an amendment to the Annual Report and its
Quarterly Report on Form 10-Q for the period ended March 31, 2008.
(Attach Extra Sheets if Needed)
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth J. Hall (212) 277-1100
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
|_| YES |X| NO
The Company has not filed its Quarterly Report on Form 10-Q for the period
ended March 31, 2008.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
|X| YES |_| NO
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company did not initiate its current brand management and franchising
business until the second half of 2006. Of the nine brands we owned and operated
as of June 30, 2008, we owned only four -- The Athlete's Foot, Bill Blass,
Maggie Moo's and Marble Slab -- for the entire second quarter of 2007. Our
results for June 30, 2007 include Waverly for two months. We did not own Pretzel
Time, Pretzelmaker, Shoebox New York, or Great American Cookie in the second
quarter of 2007. As a result, our revenues, expenses, assets and liabilities for
the second quarter of 2008 differ substantially from the second quarter of 2007.
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NexCen Brands, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 5, 2008 By: /s/ Kenneth J. Hall
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Kenneth J. Hall, Executive Vice President,
Chief Financial Officer and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
=================================== ATTENTION===================================
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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