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): November 14, 2008
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NEXCEN
BRANDS, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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(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)
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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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard;
Transfer of Listing
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On
November 12, 2008, the Company filed a Form 12b-25 stating that it would not
file its Quarterly Report on Form 10-Q for the period ended September 30, 2008
with the Securities and Exchange Commission, until such time that it had filed
an amendment to its Annual Report on Form 10-K for the year ended December
31,
2007 and its Quarterly Reports on Form 10-Q for the periods ended March 31,
2008
and June 30, 2008.
As
a
result, the Company received a Nasdaq Staff Determination letter, on November
14, 2008, notifying the Company that it has not complied with Nasdaq Marketplace
Rule 4310(c)(14) due to its failure to file its Quarterly Report on Form 10-Q
for the period ended September 30, 2008. This matter serves as an additional
basis for delisting the Company’s common stock from The Nasdaq Stock
Market.
As
previously disclosed, the Company has received two Nasdaq Staff Determination
letters indicating that its common stock is subject to delisting pursuant to
Nasdaq Marketplace Rule 4310(c)(14) due to its failure to file its Quarterly
Reports on Form 10-Q for the
periods ended March 31, 2008 and June 30, 2008.
Following the Company’s receipt of the initial letter for the first quarter of
2008, the Company requested and was granted a hearing before the Nasdaq Listing
Qualifications Panel (the “Panel”). At the hearing, held on July 10, 2008, the
Company requested continued listing and presented to the Panel its plan to
regain compliance with Nasdaq’s filing requirements. On September 2, 2008, the
Panel issued its decision granting the Company’s request, subject to the
condition that, on or before November 17, 2008, the Company file its Quarterly
Reports on Form 10-Q for the
periods ended March 31, 2008 and June 30, 2008.
On
October 15, 2008, the Nasdaq Listing and Hearing Review Council (the “Listing
Council”) informed the Company that, pursuant to the Listing Council’s
discretionary authority, it has stayed the Panel’s September 2, 2008 decision
and granted the Company the opportunity to provide, by November 28, 2008,
additional information to the Listing Council, including an updated plan of
compliance. The Company plans to submit such additional information by the
submission deadline. The Company’s common stock will remain listed on
The
Nasdaq Stock Market
pending
determination from the Listing Council.
On
October 22, 2008, representatives of Nasdaq also
informed
the Company that Nasdaq has
temporarily suspended
enforcement of the minimum bid price requirement. As
previously disclosed, the Company has received a Nasdaq Staff Deficiency letter
indicating that its common stock is subject to delisting pursuant to Nasdaq
Marketplace Rule 4450(a)(5) due to its failure to satisfy the minimum $1 bid
price requirement. Pursuant to Nasdaq Marketplace Rule 4450(e)(2), the Company
was provided an initial period of 180 calendar days, or until January 5, 2009,
to regain compliance. The
temporary suspension
tolls
the compliance period for all
companies presently in a minimum bid price compliance period until reinstatement
of the rule on January 19, 2009. Accordingly,
the
Company will now have until April 13, 2009 to regain compliance
with the
minimum $1 bid price requirement.
The
Company cannot provide any assurances that the Listing Council will allow
continued listing through such time that the Company will be able to file its
Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30,
2008 and September 30, 2008 or that the Company will meet the minimum bid price
requirement by the revised April 13, 2009 deadline for compliance.
A
copy of
the press release announcing the Company’s receipt of the Nasdaq Staff
Determination letter is attached hereto as Exhibit 99.1 and is incorporated
by
reference herein.
| Item
9.01 |
Financial
Statements and Exhibits
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(d)
Exhibits
| 99.1 |
Press
Release, dated November 18, 2008.
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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 18, 2008.
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NEXCEN
BRANDS, INC.
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/s/ Sue
J. Nam
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By:
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Sue
J. Nam
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Its:
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General
Counsel
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