UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Rule 14a-101)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a−6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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NEXCEN
BRANDS, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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June 30,
2010
Dear
NexCen Shareholder:
According
to our latest records, we have not yet received your proxy for the important
special meeting of shareholders of NexCen Brands, Inc., to be held on July 29,
2010. Your Board of
Directors unanimously recommends that shareholders vote FOR all items on the
agenda.
As
previously disclosed, NexCen’s financial condition and liquidity raise
substantial doubt as to the Company’s ability to continue as a going
concern. NexCen has experienced significant losses, and owes more
under the credit facility with its lender than the value of the
Company. Accordingly, the Company currently has minimal equity
value. If the asset sale is not consummated, we anticipate that the
Company will breach certain covenants of the credit facility in 2010 and will be
unable to make a required principal payment of $34.5 million in July
2011. A default under the credit facility could trigger, among other
things, the lender’s right to accelerate principal payment obligations,
foreclose on virtually all of NexCen’s assets and take control of all of
NexCen’s cash flow from operations.
If this were to happen,
NexCen likely would have no choice but to file for bankruptcy protection, in
which case it is highly unlikely that there would be any assets available for
distribution to NexCen’s shareholders.
The asset
sale cannot be completed without shareholder approval. The failure to
vote will have the same effect as a vote against the asset sale. The
asset sale is not conditioned on the approval of any of the other
proposals.
Please
help your company avoid the expense of further solicitation by voting TODAY-- by
telephone, via the Internet, or by signing and returning the enclosed proxy card
in the envelope provided. Because approval of the proposals require
the affirmative vote of the holders of a majority of the outstanding shares of
common stock, your vote is
important, no matter how many or how few shares you own.
Thank you
for your cooperation.
Very
truly yours,
The Board
of Directors
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REMEMBER:
You
can vote your shares by telephone, Internet or mail.
Please
follow the easy instructions on the enclosed proxy card.
If
you have any questions, or need assistance in voting
your
shares, please call our proxy solicitor,
INNISFREE
M&A INCORPORATED
TOLL-FREE,
at (877)
456-3488.
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