UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
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 15, 2007
NEXCEN
BRANDS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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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
(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):
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))
EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K (this “Form 8-K/A”) of NexCen
Brands, Inc. (the “Company”), which was originally filed with the Securities and
Exchange Commission on February 21, 2007, is being filed solely to include
the
financial statements and pro forma financial information required by Item 9.01
which was excluded from the original Form 8-K pursuant to Items 9.01(a)(4)
and
9.01(b)(2). Except as described in this Explanatory Note, no other information
in the original Form 8-K is modified or amended hereby. Capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed
to
them in the original Form 8-K.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
The
audited consolidated financial statements of Bill Blass Holding Co., Inc.
(“Holding”) and subsidiaries for the years ended December 31, 2006 and 2005,
together with accompanying consolidating information are filed as Exhibit 99.1
to this Form 8-K/A.
(b)
Pro
Forma Financial Information
The
unaudited pro forma condensed consolidated financial statements, which are
based
on the audited historical consolidated financial statements of the Company,
unaudited financial information of Athlete’s Foot Brands, LLC (“TAF”, a business
acquired on November 7, 2006), and the audited historical consolidated financial
statements of Holding after giving effect to: (a) the sale by Holding of Bill
Blass, Ltd., a wholly owned subsidiary, which manufactures and sells women’s
couture apparel under the Bill Blass label, to a Stockholder immediately prior
to the closing, and (b) the pro forma adjustments relating to the Company’s
acquisition of Holding, are filed as Exhibit 99.2 to this Form
8-K/A.
(d)
Exhibits
23.1 Consent
of UHY LLP, Certified Public Accountants, dated April 30, 2007.
99.2 Unaudited
Pro Forma Condensed Consolidated Financial Statements.
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 May 3, 2007
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NEXCEN
BRANDS, INC.
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/s/ David
Meister
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By: David
Meister
Its:
Senior Vice President and Chief Financial
Officer
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