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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
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SEC
FILE NUMBER
000-27707
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CUSIP
NUMBER
653351 10
6
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NOTIFICATION
OF LATE FILING
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(CHECK
ONE)
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o |
Form
10-K
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o |
Form
20-F
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o |
Form
11-K
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x |
Form
10-Q
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o |
Form
10D
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o |
Form
N-SAR
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Form
N-CSR
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For
Period Ended:
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June
30, 2009
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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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) |
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 | (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
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| (c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if
applicable.
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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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YES
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x
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, its Annual
Report on Form 10-K for the year ended December 31, 2008, or its Quarterly
Report on Form 10-Q for the period ended March 31, 2009.
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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 YES
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o
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
through the end of 2008, the Company acquired nine brands and disposed of
two brands. The nine brands acquired were: The Athlete’s Foot
(November 2006), Bill Blass (February 2007), MaggieMoo’s (February 2007),
Marble Slab (February 2007), Waverly (May 2007), Pretzel Time and
Pretzelmaker (August 2007), Great American Cookies (January 2008) and
Shoebox New York (January 2008). The Company sold Waverly in
October 2008 and Bill Blass in December 2008. Additionally, the
Company completed a comprehensive restructuring of its credit facility in
August 2008 (with additional subsequent amendments in December 2008,
January 2009, July 2009 and August 2009). Further, as
previously disclosed, the Company expects that it will record total
non-cash impairment charges of approximately $242 million in 2008 related
to reductions in the carrying value of the Company’s trademarks, goodwill
and other intangible assets and that it will record an aggregate loss on
sale of approximately $15 million in 2008 in connection with the Company’s
sale of Waverly and Bill Blass. As a result, the Company’s
revenues, expenses, assets and liabilities for the period ended June 30,
2009 differ substantially from the period ended June 30,
2008.
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| Date: |
August
13, 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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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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