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): January 6,
2009
(Exact
Name of Registrant as Specified in Its Charter)
(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)
|
(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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule orStandard; Transfer
of Listing
On
January 8, 2009, NexCen Brands, Inc. (the “Company”) received a notification
letter from the Nasdaq Listing and Hearing Review Council (the “Listing
Council”) announcing that the Listing Council has withdrawn its call for review
of the September 2, 2008 decision of the Nasdaq Listing Qualification Panel, and
has lifted the stay of delisting. The letter states that the
Company’s common stock will be suspended from trading on The Nasdaq Stock Market
effective at the open of business on January 13, 2009 and that Nasdaq will move
to delist the Company’s common stock.
Additionally,
on January 6, 2009, the Company received a Nasdaq Staff Determination letter
notifying the Company that it has not complied with Nasdaq Marketplace Rules
4350(e) and 4350(g) due to its inability to hold an annual meeting of
stockholders for the fiscal year ended December 31, 2007 by December 31, 2008,
to solicit proxies or to provide a proxy statement to Nasdaq with respect to
such meeting. Consequently, this matter serves as an additional basis
for delisting the Company’s common stock.
A copy of
the press release announcing the Company’s receipt of these notification letters
is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
99.1 Press
Release, dated January 9, 2009.
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 January 9, 2009.
NEXCEN BRANDS, INC.
/s/ Sue J.
Nam
By: Sue
J. Nam
Its: General
Counsel