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): March 5, 2008

NEXCEN BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-27707
20-2783217
(Commission File Number)
(IRS Employer Identification No.)

 
1330 Avenue of the Americas, 34th Floor, New York, NY
10019-5400
(Address of Principal Executive Offices)
(Zip Code)

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 5, 2008, the Board of Directors of NexCen Brands, Inc. (the “Company”) approved amendments to the Company’s Bylaws, effective immediately, to (i) correct internal cross-references and other minor clean up items, (ii) reflect the Company’s name change to “NexCen Brands, Inc.” and (iii) include procedures to explicitly authorize the issuance and transfer of uncertificated shares of the Company’s common stock.

The Company’s Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Bylaws of the Company.

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, 2008.

 
NEXCEN BRANDS, INC.
     
     
   
/s/ David B. Meister
 
By:
David B. Meister
 
Its:
Senior Vice President and Chief
   
Financial Officer