Unassociated Document
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): July 30, 2010
(Exact
Name of Registrant as Specified in Its Charter)
(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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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01 Completion
of Acquisition or Disposition of Assets
On May
13, 2010, NexCen Brands, Inc. (“the Company”) entered into an Acquisition
Agreement (the “Acquisition Agreement”) with Global Franchise Group,
LLC (“Purchaser”), an affiliate of Levine Leichtman Capital Partners IV,
L.P. For additional
information on the Acquisition Agreement and the transactions contemplated
thereby, see the Current Report on Form 8-K filed by the Company on May 17,
2010. A copy of the Acquisition Agreement was filed previously as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 17,
2010.
As reported in a Current
Report on Form 8-K filed by the Company on July 29, 2010, at the special meeting
of stockholders of the Company held on July 29, 2010, the stockholders of the
Company approved the sale of substantially all of the assets of the Company to
Purchaser pursuant to the terms of the Acquisition Agreement (the “Asset
Sale”). On July 30, 2010, the Company and Purchaser completed the
Asset Sale pursuant to the terms of the Acquisition
Agreement. Pursuant to the Asset Sale, Purchaser acquired the
subsidiaries of the Company that own the Company’s franchise business assets and
also the Company’s franchise management operations, including the Company’s
management operations in Norcross, Georgia, and its cookie dough and pretzel mix
factory and research facility in Atlanta, Georgia. Specifically,
the Company: (i) sold to Purchaser all of the Company’s equity interests in TAF
Australia, LLC; (ii) caused NexCen Holding Corporation to sell to Purchaser all
of its equity interests in Athlete’s Foot Brands, LLC, The Athlete’s
Foot Marketing Support Fund, LLC, GAC Franchise Brands, LLC, GAC
Manufacturing, LLC, GAC Supply, LLC, MaggieMoo’s Franchise Brands, LLC, Marble
Slab Franchise Brands, LLC, PM Franchise Brands, LLC, PT Franchise Brands, LLC,
and ShBx IP Holdings LLC; (iii) caused NB
Supply Management Corp. to sell to Purchaser certain specified assets, and to
assign to Purchaser certain specified liabilities; and (iv) caused NexCen
Franchise Management, Inc. to sell to Purchaser certain specified assets, and to
assign to Purchaser certain specified liabilities. The purchase
price, before taking into account closing adjustments for cash, indebtedness,
other than borrowings under the BTMUCC Credit Facility (as defined and discussed
below), working capital and other specified items, was $112.5
million. The Company received cash proceeds from the Asset Sale of approximately
$8.8 million, after payment of $98.0 million to BTMU Capital Corporation
(“BTMUCC”), the Company’s lender, and payment of transaction related
expenses. The Company also retained approximately $6.0 million
of cash on hand. These amounts are consistent with the
estimates that were included in the Company’s Definitive Proxy Statement filed
on June 11, 2010. The final purchase price remains subject to a
post-closing adjustment and may result in the Company receiving additional funds
or being required to make a payment to the Purchaser.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In
connection with the Asset Sale, Mark Stanko, the Company’s Chief Financial
Officer and Treasurer, and Chris Dull, the President of NexCen Franchise
Management, Inc., resigned and commenced employment with Purchaser, effective
July 30, 2010.
Item
7.01 Regulation FD Disclosure
On July 30, 2010, the Company issued a
press release announcing the closing of the Asset Sale. A copy of the
press release is attached and furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
Item
8.01 Other Events
Accord
and Satisfaction Agreement
In
connection with the signing of the Acquisition Agreement, the Company, NexCen
Holding Corporation, a wholly owned subsidiary of the Company (“Issuer”),
certain of the Issuer’s subsidiaries (“Subsidiary Borrowers” or “Co-Issuers”)
and BTMUCC
entered into an Accord and Satisfaction Agreement, dated as of May 13,
2010 (the “Accord and Satisfaction Agreement”), with respect to its existing
credit facility (the “BTMUCC Credit Facility”). For additional
information on the Accord and Satisfaction Agreement and the transactions
contemplated thereby, see the Current Report on Form 8-K filed by the Company on
May 17, 2010. A copy of the Accord and Satisfaction Agreement was
filed previously as Exhibit 10.1 to the Current Report on Form 8-K filed by the
Company on May 17, 2010.
On July
30, 2010, the Issuer and Co-Issuers paid $98.0 million to BTMUCC from the
proceeds of the Asset Sale, and all outstanding obligations under the BTMUCC
Credit Facility were satisfied and permanently extinguished pursuant to the
terms of the Accord and Satisfaction Agreement.
Shell
Company Status
As a
result of the Asset Sale, as of the close of business on July 30, 2010, the
Company is a shell company as defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
99.1 Press
Release of NexCen Brands, Inc., dated July 30, 2010.
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 August 2, 2010.
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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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