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(CHECK
ONE)
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x
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Form
10-K
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o
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Form
20-F
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o |
Form
11-K
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o
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Form
10-Q
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o
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Form
10D
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o
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Form
N-SAR
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o
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Form
N-CSR
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For
Period Ended:
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December
31, 2008
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o
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Transition
Report on Form 10-K
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o
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Transition
Report on Form 20-F
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o
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Transition
Report on Form 11-K
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o
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Transition
Report on Form 10-Q
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o
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Transition
Report on Form N-SAR
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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
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NexCen
Brands, Inc.
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Full
Name of Registrant
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Not
Applicable
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Former
Name if Applicable
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1330
Avenue of the Americas, 34th
Floor
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Address
of Principal Executive Office (Street and
Number)
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New
York, NY 10019
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City,
State and Zip Code
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PART
II -- RULES 12b-25(b) AND (c)
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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)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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o
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(b)
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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
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if
applicable.
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PART
III – NARRATIVE
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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.
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NexCen
Brands, Inc. (the “Company”) will not file its Annual Report on Form 10-K
for the year ended December 31, 2008 (“2008 10-K”) by the required filing
date and will not file such report within the fifteen day grace period
provided in Rule 12b-25.
As
previously disclosed, the Company is in the process of amending its Annual
Report on Form 10-K for the year ended December 31, 2007 (the “2007
10-K”), which will include a restatement of its 2007 financial
results. Although the Company has finalized the review of its
2007 financial statements, the Company believes that in order to ensure
proper consideration of all events since the end of the 2007 fiscal year,
it must complete the audit of its annual financial statements for 2008
prior to finalizing the amendment of the 2007 10-K. The process
of completing the preparation and audit of the 2008 financial statements
is taking longer than originally anticipated. In addition,
because the Company will effectively be finalizing the amendment to the
2007 10-K and the 2008 10-K at the same time (along with all three of its
Quarterly Reports on Form 10-Q for 2008), the filing of the reports is
delayed.
After
filing the amendment to the 2007 10-K, the Company expects to promptly
file its Quarterly Reports on Form 10-Q for the first, second and third
quarters of 2008 and its 2008 10-K. The Company is working
expeditiously to complete the restatement process and file these reports
as soon as possible.
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Kenneth
J. Hall
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(212)
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277-1100
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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).
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o
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YES
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x
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NO
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The
Company has not filed its Quarterly Reports on Form 10-Q for the periods
ended March 31, 2008, June 30, 2008 and September 30,
2008.
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(3)
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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?
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x
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YES
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o
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NO
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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.
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The
Company did not initiate its brand management and franchising business
until the second half of 2006. From the second half of 2006 until the end
of 2008, the Company consummated nine significant acquisitions and two
significant dispositions. As of December 31, 2007, the Company
owned and operated seven brands: The Athlete’s Foot (November 2006), Bill
Blass (February 2007), Maggie Moo’s (February 2007), Marble Slab (February
2007), Waverly (May 2007), Pretzel Time and Pretzelmaker (August
2007). In January 2008, the Company acquired Shoebox New York
and Great American Cookies.
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Additionally,
the Company sold Waverly in October 2008 and Bill Blass in December
2008. These entities will be reflected as discontinued
operations in 2008. Lastly, the Company completed a
comprehensive restructuring of its credit facility in August 2008 (with
additional subsequent amendments in December 2008 and January
2009). As a result, the Company’s revenues, expenses, assets
and liabilities for the fiscal year ended December 31, 2008 differ
substantially from the fiscal year ended December 31,
2007.
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NexCen Brands, Inc.
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned
hereunto duly
authorized.
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Date:
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March
27, 2009
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By:
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/s/
Kenneth J. Hall
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Kenneth
J. Hall, Chief Executive Officer
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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.
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ATTENTION
|
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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