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): February 28, 2007
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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, 40th
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
1.01 Entry
into a Material Definitive Agreement
MaggieMoo’s
On
February 14, 2007, NexCen Brands, Inc., a Delaware corporation (the “Company”),
and MM Acquisition Sub, LLC, a Delaware limited liability company and wholly
owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with MaggieMoo’s International, LLC, a
Delaware limited liability company (“MaggieMoo’s”), Stuart Olsten, Jonathan
Jameson, and the Securityholders’ Representative.
On
February 28, 2007, in connection with the closing of the Merger described in
Item 2.01 below, the Company entered into the following agreements:
The
Company, Stuart Olsten and Jonathan Jameson entered into a voting agreement
(the
“Voting Agreement”). The Voting Agreement grants a power of attorney to a proxy
holder designated by the Company’s board of directors to vote or act by written
consent with respect to the Company’s common stock issued to the Stockholders in
connection with the Merger.
The
Company and holders of the outstanding limited
liability company interests of MaggieMoo’s
(the
“Securityholders”) who received stock consideration in the Merger entered into a
registration rights agreement (“Registration Rights Agreement”), which provides
that the Company will file a registration statement within 180 days of the
closing to register those shares of the Company’s common stock owned by the
Securityholders as a result of the Merger.
The
foregoing descriptions of the Registration Rights Agreement and the Voting
Agreement do not purport to be complete and are qualified in the entirety by
the
terms and conditions of each such agreement, which are filed as Exhibit 4.1
and
9.1 to this Current Report.
Marble
Slab
On
February 14, 2007, the Company, and NexCen Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of the Company (“NAC”), entered into a
Asset Purchase Agreement (the “Purchase Agreement”) with Marble Slab Creamery,
Inc. (“Marble Slab”) (NAC assigned all of its rights and obligations under the
Purchase Agreement to NexCen Fixed Asset Company, LLC, a Delaware limited
liability company and wholly owned subsidiary of the Company (“NFAC”), and
Marble Slab Franchise Brands, LLC, a Delaware limited liability company and
wholly owned subsidiary of the Company (“MSFB”), pursuant to an Assignment and
Assumption Agreement, dated February 28, 2007).
Pursuant to the Assignment and Assumption Agreement, NFAC assumed all of NAC’s
rights and obligations with respect to the tangible property and MSFB assumed
all of the NAC’s rights and obligations with respect to the intangible
property.
On
February 28, 2007, in connection with the closing of the acquisition described
in Item 2.01 below, the Company issued a promissory note for $3.5 Million and
a
promissory note for $1.5 Million to Three-R Hankamer, Inc. (f/k/a Marble Slab).
Except as otherwise provided in the promissory notes with respect to indemnity
claims, the promissory notes accrue interest at an annual rate of 6% until
maturity which is 12 months from the date of issuance. The Company has the
right
to withhold payment of principal due and owing under the promissory note with
the principal amount of $1.5 Million, but only to the extent necessary to cover
unpaid or outstanding indemnification claims at maturity.
The
foregoing descriptions of the promissory notes do not purport to be complete
and
are qualified in the entirety by the terms and conditions of each such
promissory note, which are filed as Exhibits 4.2 and 4.3 to this
Current Report.
Item
2.01 Completion
of Acquisition or Disposition of Assets
MaggieMoo’s
On
February 28, 2007, Merger Sub was merged with and into MaggieMoo’s, and
MaggieMoo’s
became a wholly owned subsidiary of the Company (the “Merger”). The
Securityholders received
initial
consideration of approximately $16.1 million, consisting of cash of
approximately $9.3 million and 234,242 shares of common stock of the Company,
with an aggregate value of approximately $2.4 million based on the average
closing price of the Company’s common stock for fifteen trading days ending on
(and including) the trading
day prior to the date of the closing of the Merger of $10.21 per share.
Of this amount, $3 million of stock and cash, in the same proportion as the
ratio of stock and cash included in the initial consideration, was held
back by the Company for two years to satisfy potential post-closing purchase
price adjustments and indemnity claims. The Securityholders have the
right
to
receive up to an additional $2 million of consideration in the form of an
earn-out, payable on March 31, 2008. A copy of the Merger Agreement was filed
previously as Exhibit 2.1 to the Current Report filed by the Company on February
21, 2007.
Marble
Slab
On
February 28, 2007, the Company, through NFAC and MSFB, completed the purchase
of
substantially all of the assets of Marble Slab used or intended for use in
connection with the operation of the Marble Slab franchising system (the
“Acquisition”) for initial consideration of $21 million, all in accordance with
the terms of the Purchase Agreement. This initial consideration consisted of
cash of $16 million, and promissory notes totaling $5.0 million. A copy of
the
Purchase Agreement was filed previously as Exhibit 2.1 to the Current Report
filed by the Company on February 21, 2007.
Item
3.02 Unregistered
Sales of Equity Securities
MaggieMoo’s
As
consideration for the Merger described in Item 2.01 of this Current Report
on
Form 8-K, on February 28, 2007, the Company issued 234,242 shares of Company
common stock to the Securityholders
who
received stock consideration in the Merger.
In
issuing these shares, the Company relied on an exemption from registration
under
Regulation 506 of the Securities Act of 1933, as amended.
Item
8.01 Other
Events
On
March
1, 2007, the Company issued a press release announcing the closing of the Merger
and the Acquisition. A copy of the press release is attached as Exhibit 99.1
to
this Current Report and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
The
Company intends to provide the financial statements for the periods specified
in
Rule 3-05(b) of Regulation S-X under cover of a Form 8-K/A within the time
allowed for such filing by Item 9.01(a)(4) of this Form 8-K.
(b)
Pro
Forma Financial Information
The
Company intends to provide the pro forma financial information required by
Article 11 of Regulation S-X under cover of a Form 8-K/A within the time allowed
for such filing by Item 9.01(b)(2) of this Form 8-K.
(d)
Exhibits
4.1 Registration
Rights Agreement, dated February 28, 2007, by and among the Company and the
Securityholders.
4.2 Promissory
Note in the principal amount of $1,500,000 issued by the Company to Marble
Slab
Creamery, Inc.
4.3 Promissory
Note in the principal amount of $3,500,000 issued by the Company to Marble
Slab
Creamery, Inc.
9.1 Voting
Agreement, dated February 28, 2007, by and among the Company, Stuart Olsten
and
Jonathan Jameson.
99.1 Press
Release of NexCen Brands, Inc., dated March 1, 2007.
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 March 6, 2007.
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NEXCEN BRANDS, INC. |
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/s/ David
Meister |
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By:
David
Meister |
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Its:
Senior Vice President and Chief Financial
Officer |