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): May 2, 2007
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(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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(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))
Item
2.01 Completion
of Acquisition
On
May 2,
2007, NexCen Brands, Inc., a Delaware corporation (the “Company”), and WV IP
Holdings, LLC., a Delaware limited liability company and wholly owned subsidiary
of the Company (“Purchaser”), completed the acquisition of certain intellectual
property assets pursuant to an Asset Purchase Agreement (the “Purchase
Agreement”) with F. Schumacher & Co., a New York corporation (“Schumacher”).
A copy of the Purchase Agreement was attached as Exhibit 2.4 to the Company’s
2006 Annual Report on Form 10-K filed with Securities and Exchange Commission
on
March 16, 2007.
The
aggregate purchase price for the assets was $34.0 million paid in cash. Of
this
amount, the Company deposited $3.4 million of the purchase price in escrow
to
secure payment of any indemnification claims.
At
closing, the Company also acquired all of the rights, title and interests of
Ellery Homestyles, LLC (“Ellery”) under a Right of First Refusal Agreement by
and between Waverly Brand Acquisition, LLC and Schumacher, dated as of January
3, 2006 (the “ROFR”)(the ROFR was assigned to Ellery on March 14, 2006) . In
consideration of its rights under the ROFR, the Company delivered to Ellery
$2.75 million in cash and a warrant to purchase 50,000 shares of the Company’s
common stock. The exercise price of the warrant was equal to $12.43, which
was
the closing price the Company’s common stock on the day prior to the issuance of
the warrant.
Item
3.02 Unregistered
Sales of Equity Securities
Also,
on
May 2, 2007, as discussed in Item 2.01 of this Current Report, the Company
issued a warrant to purchase an aggregate of 50,000 shares of its common stock,
at an exercise price of $12.43 per share, to Ellery. In issuing the warrant,
the
Company relied on an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
Item
8.01 Other
Events
Press
Release
On
May 2,
2007, the Company issued a press release announcing the consummation of the
transaction. A copy of the press release is attached as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits1
(a)
Financial Statements of Businesses Acquired
The
Company intends to provide 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
1 The Company is continuing to evaluate whether
the
acquisition of the Waverly brand constituted the acquisition of a significant
business within the meaning of Section 11-01(b) of Regulation S-X. The
company's ability to finalize its analysis is dependent on the receipt of
certain financial information from F. Schumacher & Co., which operated the
Waverly brand prior to our acquisition, which is not yet available. If the
Company determines that the acquisition is significant, then it will file the
financial statements of the business acquired and the pro forma financial
information required under Item 9.01 within 71 calendar days after the date
of
this report.
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
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4.1
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Common
Stock Warrant, dated May 2, 2007, issued by the Company to
Ellery.
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99.1
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Press
Release of NexCen Brands, Inc. and F. Schumacher & Co., dated May 2,
2007.
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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 8, 2007.
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NEXCEN
BRANDS, INC. |
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/s/ David B. Meister
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By: |
David B. Meister |
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Its: |
Senior
Vice President and Chief Financial Officer
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